DEF 14C

SCHEDULE 14C INFORMATION

Information Statement Pursuant to Section 14(c) of the

Securities Exchange Act of 1934

Check the appropriate box:

☐	Preliminary Information Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2))

☒	Definitive Information Statement

SEASONS SERIES TRUST

SUNAMERICA SERIES TRUST

(Name of Registrant as Specified In Its Charter)

Payment of Filing Fee (Check all boxes that apply):

☒	No fee required

☐	Fee paid previously with preliminary materials

☐	Fee computed on table in exhibit required by Item 25(b) of Schedule 14A (17 CFR 240.14a-101) per Item 1 of this Schedule and Exchange Act Rules 14c-5(g) and 0-11

SEASONS SERIES TRUST

SUNAMERICA SERIES TRUST

5300 MEMORIAL DRIVE

SUITE 1150

HOUSTON, TEXAS 77007

Seasons Series Trust


SA American Century Inflation Managed Portfolio		SA Multi-Managed Large Cap Growth Portfolio
SA Columbia Focused Value Portfolio		SA Multi-Managed Large Cap Value Portfolio
SA Franklin Allocation Moderately Aggressive Portfolio		SA Multi-Managed Mid Cap Growth Portfolio
SA Multi-Managed Diversified Fixed Income Portfolio		SA Multi-Managed Mid Cap Value Portfolio
SA Multi-Managed International Equity Portfolio		SA Multi-Managed Small Cap Portfolio

SunAmerica Series Trust


SA AB Growth Portfolio		SA JPMorgan MFS Core Bond Portfolio
SA AB Small & Mid Cap Value Portfolio		SA JPMorgan Mid-Cap Growth Portfolio
SA BlackRock Multi-Factor 70/30 Portfolio		SA JPMorgan Ultra-Short Bond Portfolio
SA Emerging Markets Equity Index Portfolio		SA Large Cap Growth Index Portfolio
SA Federated Hermes Corporate Bond Portfolio		SA Large Cap Index Portfolio
SA Fidelity Institutional AM^® Global Equities Portfolio		SA Large Cap Value Index Portfolio
SA Fidelity Institutional AM^® International Growth Portfolio		SA MFS Large Cap Growth Portfolio
SA Fidelity Institutional AM^® Real Estate Portfolio		SA MFS Massachusetts Investors Trust Portfolio
SA Fixed Income Index Portfolio		SA MFS Total Return Portfolio
SA Fixed Income Intermediate Index Portfolio		SA Mid Cap Index Portfolio
SA Franklin BW U.S. Large Cap Value Portfolio		SA Morgan Stanley International Equities Portfolio
SA Franklin Small Company Value Portfolio		SA PIMCO Global Bond Opportunities Portfolio
SA Franklin Systematic U.S. Large Cap Core Portfolio		SA PIMCO RAE International Value Portfolio
SA Franklin Systematic U.S. Large Cap Value Portfolio		SA PineBridge High-Yield Bond Portfolio
SA Franklin Tactical Opportunities Portfolio		SA Putnam International Value Portfolio
SA Goldman Sachs Government and Quality Bond Portfolio		SA Schroders VCP Global Allocation Portfolio
SA Goldman Sachs Multi-Asset Insights Portfolio		SA Small Cap Index Portfolio
SA International Index Portfolio		SA T. Rowe Price Allocation Moderately Aggressive Portfolio
SA Invesco Growth Opportunities Portfolio		SA T. Rowe Price VCP Balanced Portfolio
SA Janus Focused Growth Portfolio		SA VCP Dynamic Allocation Portfolio
SA JPMorgan Diversified Balanced Portfolio		SA VCP Dynamic Strategy Portfolio
SA JPMorgan Emerging Markets Portfolio		SA VCP Index Allocation Portfolio
SA JPMorgan Equity-Income Portfolio		SA Wellington Capital Appreciation Portfolio
SA JPMorgan Large Cap Core Portfolio		SA Wellington Strategic Multi-Asset Portfolio

(each, a “Portfolio” and collectively, the “Portfolios”)

February 27, 2026

Dear Contract Owner:

You are receiving the enclosed information statement (the “Information Statement”) because we wish to notify you of new subadvisory and sub-subadvisory agreements with respect to the Portfolios, each of which is a series of Seasons Series Trust (“SST”) or SunAmerica Series Trust (“SAST,” and together with SST, the “Trusts”). Each Portfolio’s existing subadvisory agreement(s) and existing sub-subadvisory agreement(s), if any, automatically terminated as a result of the “assignment” (as that term is defined in the Investment Company Act of 1940, as amended (the “1940 Act”)) of the Investment Advisory and Management Agreement between its respective Trust and SunAmerica Asset Management, LLC (“SunAmerica”), each Portfolio’s investment adviser. The new subadvisory agreements and sub-subadvisory agreements became effective on January 1, 2026 (the “Effective Date”) and are identical in all material respects to the subadvisory agreements and sub-subadvisory agreements, as applicable, with respect to the relevant Portfolio that were in effect prior to the Effective Date, except for certain differences described in this Information Statement.

The assignment resulted from a “change of control” of SunAmerica. On June 26, 2025, Corebridge Financial, Inc., the former ultimate parent company of SunAmerica, and Venerable Holdings, Inc. (“Venerable”) announced that they had entered into a definitive agreement, pursuant to which Venerable would acquire SunAmerica (the “Transaction”). The Transaction closed on January 1, 2026. Following the completion of the Transaction, SunAmerica became a wholly-owned subsidiary of Venerable (the “Change of Control Event”). Pursuant to the 1940 Act, the Change of Control Event was deemed an “assignment” of the Investment Advisory and Management Agreements between each Trust and SunAmerica, which resulted in their automatic termination.

There were no changes to each Portfolio’s principal investment strategies or principal investment risks in connection with the effectiveness of the new agreements. The effectiveness of the new agreements did not result in any change to the advisory fees or expenses payable by each Portfolio.

As a matter of regulatory compliance, we are sending you this Information Statement, which includes information about the new agreements and the subadviser(s) and sub-subadviser(s), if any, to each Portfolio.

This document is for your information only and you are not required to take any action. Should you have any questions about these changes or if we can be of service to you in any other way, please feel free to call the Annuity Service Center of Corebridge Financial, Inc., which is the indirect owner of the issuers of the variable contracts in which you invest, at 1-800-445-7862. We thank you for your continued support and investments.

Sincerely,

/s/ John T. Genoy

John T. Genoy

President

Seasons Series Trust

SunAmerica Series Trust

SEASONS SERIES TRUST

SUNAMERICA SERIES TRUST

5300 MEMORIAL DRIVE

SUITE 1150

HOUSTON, TEXAS 77007

INFORMATION STATEMENT

REGARDING NEW SUBADVISORY AGREEMENTS AND SUB-SUBADVISORY

AGREEMENTS FOR

Seasons Series Trust


SA American Century Inflation Managed Portfolio		SA Multi-Managed Large Cap Growth Portfolio
SA Columbia Focused Value Portfolio		SA Multi-Managed Large Cap Value Portfolio
SA Franklin Allocation Moderately Aggressive Portfolio		SA Multi-Managed Mid Cap Growth Portfolio
SA Multi-Managed Diversified Fixed Income Portfolio		SA Multi-Managed Mid Cap Value Portfolio
SA Multi-Managed International Equity Portfolio		SA Multi-Managed Small Cap Portfolio

SunAmerica Series Trust


SA AB Growth Portfolio		SA JPMorgan MFS Core Bond Portfolio
SA AB Small & Mid Cap Value Portfolio		SA JPMorgan Mid-Cap Growth Portfolio
SA BlackRock Multi-Factor 70/30 Portfolio		SA JPMorgan Ultra-Short Bond Portfolio
SA Emerging Markets Equity Index Portfolio		SA Large Cap Growth Index Portfolio
SA Federated Hermes Corporate Bond Portfolio		SA Large Cap Index Portfolio
SA Fidelity Institutional AM^® Global Equities Portfolio		SA Large Cap Value Index Portfolio
SA Fidelity Institutional AM^® International Growth Portfolio		SA MFS Large Cap Growth Portfolio
SA Fidelity Institutional AM^® Real Estate Portfolio		SA MFS Massachusetts Investors Trust Portfolio
SA Fixed Income Index Portfolio		SA MFS Total Return Portfolio
SA Fixed Income Intermediate Index Portfolio		SA Mid Cap Index Portfolio
SA Franklin BW U.S. Large Cap Value Portfolio		SA Morgan Stanley International Equities Portfolio
SA Franklin Small Company Value Portfolio		SA PIMCO Global Bond Opportunities Portfolio
SA Franklin Systematic U.S. Large Cap Core Portfolio		SA PIMCO RAE International Value Portfolio
SA Franklin Systematic U.S. Large Cap Value Portfolio		SA PineBridge High-Yield Bond Portfolio
SA Franklin Tactical Opportunities Portfolio		SA Putnam International Value Portfolio
SA Goldman Sachs Government and Quality Bond Portfolio		SA Schroders VCP Global Allocation Portfolio
SA Goldman Sachs Multi-Asset Insights Portfolio		SA Small Cap Index Portfolio
SA International Index Portfolio		SA T. Rowe Price Allocation Moderately Aggressive Portfolio
SA Invesco Growth Opportunities Portfolio		SA T. Rowe Price VCP Balanced Portfolio
SA Janus Focused Growth Portfolio		SA VCP Dynamic Allocation Portfolio
SA JPMorgan Diversified Balanced Portfolio		SA VCP Dynamic Strategy Portfolio
SA JPMorgan Emerging Markets Portfolio		SA VCP Index Allocation Portfolio
SA JPMorgan Equity-Income Portfolio		SA Wellington Capital Appreciation Portfolio
SA JPMorgan Large Cap Core Portfolio		SA Wellington Strategic Multi-Asset Portfolio

(each, a “Portfolio” and collectively, the “Portfolios”)

You have received this information statement (the “Information Statement”) because you are invested in at least one Portfolio, each of which is a series of Seasons Series Trust (“SST”) or SunAmerica Series Trust (“SAST,” and together with SST, the “Trusts”), through a variable annuity or variable life insurance policy. You are receiving this Information Statement in lieu of a proxy statement. This Information Statement describes new subadvisory agreements (collectively referred to as the “New Subadvisory Agreements,” and each a “New Subadvisory Agreement”) between SunAmerica Asset Management, LLC (“SunAmerica” or the “Adviser”), each Portfolio’s investment adviser, and each of the following subadvisers, as applicable: AllianceBernstein, L.P. (“AB”), American Century Investment Management, Inc. (“American Century”), BlackRock Investment Management, LLC (“BlackRock”), Brandywine Global Investment Management, LLC (“Brandywine”), Columbia Management Investment Advisers, LLC (“Columbia”), Federated Investment Management Company (“Federated”), FIAM LLC (“FIAM”), Franklin Advisers, Inc. (“Franklin Advisers”), Franklin Mutual Advisers, LLC (“FMA”), Goldman Sachs Asset Management, L.P. (“GSAM”), Invesco Advisers, Inc. (“Invesco”), Janus Henderson Investors US LLC (“Janus”), J.P. Morgan Investment Management Inc. (“JPMorgan”), Massachusetts Financial Services Company (“MFS”), Morgan Stanley Investment Management Inc. (“MSIM”), Pacific Investment Management Company, LLC (“PIMCO”), PineBridge Investments LLC (“PineBridge”), Putnam Investment Management, LLC (“Putnam”), Schroder Investment Management North America Inc. (“SIMNA”), T. Rowe Price Associates, Inc. (“T. Rowe Price”), and Wellington Management Company LLP (“Wellington”) (collectively referred to as the “Subadvisers” and each a “Subadviser”).

This Information Statement also describes new sub-subadvisory agreements (collectively referred to as the “New Sub-Subadvisory Agreements,” and each a “New Sub-Subadvisory Agreement,” and together with the New Subadvisory Agreements, the “New Agreements”) between: (i) Franklin Advisers and Brandywine with respect to SAST – SA Franklin Tactical Opportunities Portfolio; (ii) Franklin Advisers and ClearBridge Investments, LLC (“ClearBridge”) with respect to SAST – SA Franklin Tactical Opportunities Portfolio; (iii) Franklin Advisers and Putnam with respect to SST – SA Franklin Allocation Moderately Aggressive Portfolio; (iv) MSIM and Morgan Stanley Investment Management Limited (“MSIML”) with respect to SAST – SA Morgan Stanley International Equities Portfolio; (v) PIMCO and Research Affiliates, LLC (“Research Affiliates”) with respect to SAST – SA PIMCO RAE International Value Portfolio; (vi) SIMNA and Schroder Investment Management North America Limited (“SIMNAL”) with respect to each of SAST – SA Schroders VCP Global Allocation Portfolio and SST – SA Multi-Managed International Equity Portfolio; (vii) T. Rowe Price and T. Rowe Price Australia Limited (“T. Rowe Price Australia”) with respect to SAST – SA T. Rowe Price VCP Balanced Portfolio; (viii) T. Rowe Price and T. Rowe Price International Ltd. (“T. Rowe Price International”) with respect to each of SAST – SA T. Rowe Price Allocation Moderately Aggressive Portfolio, SAST – SA T. Rowe Price VCP Balanced Portfolio and SST – SA Multi-Managed International Equity Portfolio; and (ix) T. Rowe Price and T. Rowe Price Investment Management, Inc. (“T. Rowe Price Investment Management”) with respect to the SAST – SA T. Rowe Price VCP Balanced Portfolio (such sub-subadvisers collectively referred to as the “Sub-Subadvisers” and each a “Sub-Subadviser”). Under the New Agreements, each Portfolio will continue to be subadvised by its current Subadviser(s) and, if applicable, Sub-Subadviser(s).

The Portfolios are subject to the Investment Company Act of 1940, as amended (the “1940 Act”), which provides that any investment advisory agreement must terminate automatically upon its “assignment.” As used in the 1940 Act, the term “assignment” includes any transfer of a controlling block of outstanding voting securities of an adviser or the parent company of an adviser. Such a transfer is often referred to as a “Change of Control Event.”

An assignment resulted from a “change of control” of SunAmerica. On June 26, 2025, Corebridge Financial, Inc., the former ultimate parent company of SunAmerica, and Venerable Holdings, Inc. (“Venerable”) announced that they had entered into a definitive agreement, pursuant to which Venerable would acquire SunAmerica (the “Transaction”). The Transaction closed on January 1, 2026. Following the completion of the Transaction, SunAmerica became a wholly-owned subsidiary of Venerable (the “Change of Control Event”). Pursuant to the 1940 Act, the Change of Control Event was deemed an “assignment” of the Investment Advisory and Management Agreements (each, an “Advisory Agreement”) between each Trust and SunAmerica, which resulted in their automatic termination. As each Portfolio’s subadvisory agreement(s) between SunAmerica and its

Subadviser(s) automatically terminates upon the termination of the applicable Advisory Agreement, such subadvisory agreement(s) also terminated upon the Change of Control Event. Similarly, as each Portfolio’s sub-subadvisory agreement(s), if any, between its Subadviser and Sub-Subadvisers, if any, automatically terminates upon termination of the applicable subadvisory agreement, such sub-subadvisory agreement(s) also terminated upon the Change of Control Event.

SunAmerica and the Trusts rely on an exemptive order (the “Order”) granted by the U.S. Securities and Exchange Commission on December 3, 1996, that permits SunAmerica to enter into or amend subadvisory agreements with unaffiliated subadvisers without obtaining shareholder approval. The Order applies to the Trusts and their Portfolios, and is subject to certain conditions, including the requirement that the Boards of Trustees of the Trusts (together, the “Board,” and the members of which are referred to as “Trustees”), including a majority of the Trustees who are not “interested persons” (as that term is defined in Section 2(a)(19) of 1940 Act) (the “Independent Trustees”), approves any new subadvisory agreement or amendment to a subadvisory agreement. To ensure that each Portfolio’s Subadviser(s) and Sub-Subadviser(s), if any, may continue to provide subadvisory and sub-subadvisory services, respectively, to the Portfolio without interruption, the Board, including a majority of the Independent Trustees, previously approved the New Agreements on September 18, 2025, with respect to each Portfolio.¹ The New Agreements became effective on the Effective Date and are identical in all material respects to the subadvisory agreements and sub-subadvisory agreements, as applicable, with respect to the relevant Portfolio that were in effect prior to the Change of Control Event (collectively referred to as the “Prior Subadvisory Agreements” and the “Prior Sub-Subadvisory Agreements,” respectively, and each a “Prior Subadvisory Agreement” and a “Prior Sub-Subadvisory Agreement,” and together, the “Prior Agreements”), except for those differences described in this Information Statement.

The Order requires that within 60 days of entering into a new subadvisory agreement with respect to a Portfolio, the applicable Trust must furnish the Portfolio’s shareholders with the same information about the new subadvisory agreement that would have been included in a proxy statement, except as modified by the Order. This Information Statement is being provided to you to satisfy this requirement. This Information Statement is being posted at https://venerable.onlineprospectus.net/informationstatements/index.html on or about February 27, 2026.

We are not asking you for a proxy and you are requested not to send us a proxy. This document is for informational purposes only and you are not required to take any action.

The Trusts and the Adviser

Each Portfolio is an investment series of SST or SAST, each a Massachusetts business trust. Each Trust entered into a new Advisory Agreement with SunAmerica on January 1, 2026, as amended from time to time, with the approval of the Board, including a majority of the Independent Trustees. Each Advisory Agreement was last approved by the Board, including a majority of the Independent Trustees, at an in-person meeting held on September 18, 2025 (the “September 2025 Meeting”). The material terms of each new Advisory Agreement are identical to those of its respective former Advisory Agreement, except for new effective and termination dates.

SunAmerica is a wholly-owned subsidiary of Venerable. As investment adviser, SunAmerica selects the subadvisers for each Trust’s Portfolios, manages certain Portfolios, provides various administrative services and supervises the Portfolios’ daily business affairs, subject to oversight by the Trustees. Each Advisory Agreement authorizes SunAmerica to retain subadvisers for the Portfolios for which it does not manage the assets. SunAmerica selects subadvisers it believes will provide the Portfolios with the highest quality investment services. SunAmerica monitors the activities of the subadvisers and, from time to time, will recommend the replacement of a subadviser on the basis of investment performance, style drift (divergence from the stated investment objective or policies) or other considerations.

The New Agreements with respect to each of the SAST – SA Invesco Growth Opportunities Portfolio and the SAST – SA JPMorgan Emerging Markets Portfolio were reapproved by the Board on December 10, 2025, as a result of a fee reduction in the subadvisory fees payable from SunAmerica to the respective Subadvisers of each Portfolio.

The Subadvisers act pursuant to subadvisory agreements with SunAmerica and the Sub-Subadvisers act pursuant to sub-subadvisory agreements with the applicable Subadviser. Their duties include furnishing continuing advice and recommendations to the Portfolios regarding securities to be purchased and sold, selecting broker dealers and negotiating commission rates for the Portfolios. The Subadvisers and Sub-Subadvisers are independent of SunAmerica and discharge their responsibilities subject to the policies of the Trustees and the oversight and supervision of SunAmerica, which pays the Subadvisers’ fees. The Portfolios do not pay fees directly to a Subadviser or Sub-Subadvisor.

The New Agreements

The material terms and conditions under the New Agreements are identical to the Prior Agreements, except for the parties and the effective date.

The New Subadvisory Agreements provide, among other things, that (i) the Subadvisers shall manage the assets of the applicable Portfolio(s), (ii) SunAmerica shall compensate the Subadvisers for their services, (iii) the Subadvisers are authorized to select the brokers or dealers to effect portfolio transactions for the applicable Portfolio(s), and (iv) the Subadvisers shall comply with the objectives, investment policies and restrictions of the applicable Portfolio(s) and with applicable laws and regulations.

The New Subadvisory Agreements also provide for automatic termination unless, at least annually subsequent to their initial term, their continuance is approved by (i) the Board or the affirmative vote of the holders of a majority of the outstanding shares of the applicable Portfolio, and (ii) the Independent Trustees. The New Subadvisory Agreements terminate automatically upon their assignment and are terminable at any time, without penalty, by the Board, SunAmerica, or the holders of a majority of the outstanding shares of the applicable Portfolio, on not less than 30 nor more than 60 days’ prior written notice to the Subadvisers. The New Subadvisory Agreements for SST are attached as Exhibit A, and the New Subadvisory Agreements for SAST are attached as Exhibit C.

Under the terms of the New Sub-Subadvisory Agreements, the Sub-Subadvisers may perform certain of the day-to-day operations of the applicable Portfolio(s), which may include one or more of the following services, at the request of the applicable Subadviser: (a) acting as investment advisor for and managing the investment and reinvestment of those assets of the applicable Portfolio(s) as the applicable Subadviser may from time to time request and in connection therewith have complete discretion in purchasing and selling such securities and other assets for the applicable Portfolio(s) and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the applicable Portfolio(s); (b) providing advice, investment research and credit analysis concerning the applicable Portfolio(s)’s investments and investments that are under consideration for inclusion in the applicable Portfolio(s); (c) assisting the applicable Subadviser in determining what portion of the applicable Portfolio(s)’s assets will be invested in cash, cash equivalents and money market instruments; (d) placing orders for all purchases and sales of such investments made for the applicable Portfolio(s); (e) quantitative support (including performance attribution analysis) to the applicable Subadviser in connection with the applicable Portfolio(s); and (f) maintaining the books and records as are required to support the applicable Portfolio(s) investment operations.

The New Sub-Subadvisory Agreements may be terminated by the applicable Trust or applicable Subadviser at any time, without the payment of any penalty, upon giving the Sub-Subadviser 60 days’ notice, provided that such termination by the applicable Trust or applicable Subadviser shall be directed or approved by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the outstanding voting securities of the applicable Portfolio entitled to vote, or by the applicable Sub-Subadviser on 60 days’ written notice, and will terminate automatically upon any termination of the New Subadvisory Agreements between SunAmerica and the applicable Subadviser. The New Sub-Subadvisory Agreements will also immediately terminate in the event of their assignment. The New Sub-Subadvisory Agreements for SST are attached as Exhibit B, and the New Sub-Subadvisory Agreements for SAST are attached as Exhibit D.

There were no changes to the Advisory Agreements in connection with the approval of the New Agreements and the subadvisory fees payable to the Subadvisers under the New Subadvisory Agreements are identical to the subadvisory fees payable under the Prior Subadvisory Agreements. Accordingly, approval of the New Agreements is not expected to have any impact on SunAmerica’s profitability. For its services under the applicable New Subadvisory Agreements, the applicable Subadviser receives a fee, payable monthly by SunAmerica, in an amount that is calculated as an annual percentage of the portion of the Portfolio’s average daily net assets managed by the Subadviser. For its services under the applicable Sub-Subadvisory Agreements, the applicable Subadviser may pay the applicable Sub-Subadviser a fee that is a percentage of the subadvisory fee paid to the Subadviser under its Subadvisory Agreement with respect to the applicable Portfolio. Each Subadviser is paid out of the advisory fees that SunAmerica receives from the applicable Portfolio and the applicable Portfolio is not responsible for the payment of any subadvisory fees. Each Sub-Subadviser is paid out of the subadvisory fees that the applicable Subadviser receives from SunAmerica and neither SunAmerica nor the applicable Portfolio is responsible for the payment of any sub-subadvisory fees.

With respect to the Portfolios of SAST with a January 31 fiscal year end, the below table sets forth the total advisory fees received by SunAmerica from each such Portfolio pursuant to the applicable Advisory Agreement and the advisory fees retained by SunAmerica with respect to the Portfolio after paying all subadvisory fees to the Subadviser(s) of the Portfolio for the most recent fiscal year ended January 31, 2026. The percentages and amounts shown in the table do not reflect any fee waivers and/or expense reimbursements.


Portfolio	Subadviser(s)	Gross Advisory Fees Received by SunAmerica (Amount and % of Average Daily Net Assets)			Advisory Fees Retained by SunAmerica (Amount and % of Average Daily Net Assets)
SAST – SA AB Growth Portfolio	AB	$	10,891,862	(0.61%)	$	6,869,573	(0.38%)
SAST – SA AB Small & Mid Cap Value Portfolio	AB	$	4,352,269	(0.88%)	$	2,473,514	(0.50%)
SAST – SA BlackRock Multi-Factor 70/30 Portfolio	BlackRock	$	757,818	(0.60%)	$	601,090	(0.47%)
SAST – SA Emerging Markets Equity Index Portfolio	BlackRock	$	466,822	(0.38%)	$	425,989	(0.35%)
SAST – SA Federated Hermes Corporate Bond Portfolio	Federated	$	7,794,960	(0.52%)	$	5,418,972	(0.36%)
SAST – SA Fidelity Institutional AM^® Global Equities Portfolio	FIAM	$	2,501,729	(0.71%)	$	1,419,199	(0.40%)
SAST – SA Fidelity Institutional AM^® International Growth Portfolio	FIAM	$	1,932,064	(0.76%)	$	1,009,102	(0.40%)
SAST – SA Fidelity Institutional AM^® Real Estate Portfolio	FIAM	$	1,898,066	(0.79%)	$	985,635	(0.41%)
SAST – SA Fixed Income Index Portfolio*	BlackRock	$	1,635,953	(0.31%)	$	1,564,652	(0.29%)
SAST – SA Fixed Income Intermediate Index Portfolio*	BlackRock	$	1,468,024	(0.29%)	$	1,413,181	(0.28%)
SAST – SA Franklin BW U.S. Large Cap Value Portfolio	Brandywine	$	8,762,659	(0.70%)	$	5,994,756	(0.48%)
SAST – SA Franklin Small Company Value Portfolio	FMA	$	2,734,248	(0.92%)	$	1,354,915	(0.46%)
SAST – SA Franklin Systematic U.S. Large Cap Core Portfolio	Franklin Advisers	$	1,429,446	(0.43%)	$	1,034,559	(0.31%)
SAST – SA Franklin Systematic U.S. Large Cap Value Portfolio	Franklin Advisers	$	3,356,769	(0.58%)	$	2,683,361	(0.46%)


SAST – SA Franklin Tactical Opportunities Portfolio	Franklin Advisers	$	735,196	(0.67%)	$	367,598	(0.34%)
SAST – SA Goldman Sachs Multi-Asset Insights Portfolio	GSAM	$	356,868	(0.66%)	$	178,434	(0.33%)
SAST – SA International Index Portfolio	BlackRock	$	3,862,461	(0.36%)	$	3,711,404	(0.35%)
SAST – SA Invesco Growth Opportunities Portfolio	Invesco	$	2,064,440	(0.72%)	$	678,740	(0.24%)
SAST – SA Janus Focused Growth Portfolio	Janus	$	4,151,281	(0.83%)	$	2,561,123	(0.51%)
SAST – SA JPMorgan Diversified Balanced Portfolio	JPMorgan	$	2,601,133	(0.60%)	$	1,504,118	(0.35%)
SAST – SA JPMorgan Emerging Markets Portfolio	JPMorgan	$	2,224,693	(0.98%)	$	1,037,508	(0.46%)
SAST – SA JPMorgan Equity-Income Portfolio	JPMorgan	$	4,641,976	(0.57%)	$	2,899,383	(0.35%)
SAST – SA JPMorgan Large Cap Core Portfolio	JPMorgan	$	4,072,910	(0.73%)	$	2,964,404	(0.53%)
SAST – SA JPMorgan MFS Core Bond Portfolio	JPMorgan MFS	$	10,787,095	(0.60%)	$	8,568,700	(0.48%)
SAST – SA JPMorgan Mid-Cap Growth Portfolio	JPMorgan	$	5,151,872	(0.77%)	$	2,733,059	(0.41%)
SAST – SA JPMorgan Ultra-Short Bond Portfolio	JPMorgan	$	1,566,264	(0.46%)	$	1,258,011	(0.37%)
SAST – SA Large Cap Growth Index Portfolio	BlackRock	$	2,088,882	(0.29%)	$	2,044,927	(0.28%)
SAST – SA Large Cap Index Portfolio	BlackRock	$	12,076,854	(0.36%)	$	11,922,589	(0.36%)
SAST – SA Large Cap Value Index Portfolio	BlackRock	$	1,926,378	(0.28%)	$	1,886,500	(0.27%)
SAST – SA MFS Large Cap Growth Portfolio	MFS	$	5,080,860	(0.67%)	$	3,579,395	(0.47%)
SAST – SA MFS Massachusetts Investors Trust Portfolio	MFS	$	4,423,311	(0.73%)	$	2,793,124	(0.46%)
SAST – SA MFS Total Return Portfolio	MFS	$	3,153,854	(0.64%)	$	1,348,746	(0.27%)
SAST – SA Mid Cap Index Portfolio	BlackRock	$	1,478,400	(0.29%)	$	1,429,114	(0.28%)
SAST – SA Morgan Stanley International Equities Portfolio	MSIM	$	2,844,324	(0.85%)	$	1,500,700	(0.45%)
SAST – SA PIMCO Global Bond Opportunities Portfolio	PIMCO	$	1,785,057	(0.64%)	$	1,094,579	(0.39%)
SAST – SA PIMCO RAE International Value Portfolio	PIMCO	$	3,657,013	(0.79%)	$	2,389,121	(0.51%)
SAST – SA PineBridge High-Yield Bond Portfolio	PineBridge	$	1,643,688	(0.65%)	$	823,935	(0.33%)
SAST – SA Putnam International Value Portfolio	Putnam	$	3,025,780	(0.88%)	$	1,449,824	(0.42%)
SAST – SA Schroders VCP Global Allocation Portfolio	SIMNA	$	3,524,432	(0.85%)	$	1,967,449	(0.48%)
SAST – SA Small Cap Index Portfolio	BlackRock	$	1,072,718	(0.31%)	$	1,036,936	(0.30%)


SAST – SA T. Rowe Price Allocation Moderately Aggressive Portfolio	T. Rowe Price	$	5,370,673	(0.66%)	$	2,967,303	(0.37%)
SAST – SA T. Rowe Price VCP Balanced Portfolio	T. Rowe Price	$	10,594,366	(0.76%)	$	6,533,098	(0.47%)
SAST – SA VCP Dynamic Allocation Portfolio	AB	$	18,628,599	(0.21%)	$	15,675,561	(0.18%)
SAST – SA VCP Dynamic Strategy Portfolio	AB	$	10,802,681	(0.23%)	$	9,074,484	(0.19%)
SAST – SA VCP Index Allocation Portfolio	T. Rowe Price	$	1,093,240	(0.19%)	$	1,017,426	(0.18%)

* The subadviser is waiving underlying acquired fees from iShares ETF.

With respect to the Portfolios of SAST with a December 31 fiscal year end, the below table sets forth the total advisory fees received by SunAmerica from each such Portfolio pursuant to the applicable Advisory Agreement and the advisory fees retained by SunAmerica with respect to the Portfolio after paying all subadvisory fees to the Subadviser(s) of the Portfolio for the most recent fiscal year ended December 31, 2025. The percentages and amounts shown in the table do not reflect any fee waivers and/or expense reimbursements.


Portfolio	Subadviser(s)	Gross Advisory Fees Received by SunAmerica (Amount and % of Average Daily Net Assets)			Advisory Fees Retained by SunAmerica (Amount and % of Average Daily Net Assets)
SAST – SA Goldman Sachs Government and Quality Bond Portfolio	GSAM	$	6,259,242	(0.54%)	$	5,088,577	(0.44%)
SAST – SA Wellington Capital Appreciation Portfolio	Wellington	$	16,569,028	(0.70%)	$	10,577,411	(0.45%)
SAST – SA Wellington Strategic Multi-Asset Portfolio	Wellington	$	1,691,074	(1.00%)	$	1,375,280	(0.81%)

With respect to each Portfolio of SST, the below table sets forth the total advisory fees received by SunAmerica pursuant to the applicable Advisory Agreement and the advisory fees retained by SunAmerica with respect to each Portfolio after paying all subadvisory fees to the Subadviser(s) of the applicable Portfolio for the most recent fiscal year ended March 31, 2025. The percentages and amounts shown in the table do not reflect any fee waivers and/or expense reimbursements.


Portfolio	Subadviser(s)	Gross Advisory Fees Received by SunAmerica (Amount and % of Average Daily Net Assets)			Advisory Fees Retained by SunAmerica (Amount and % of Average Daily Net Assets)
SST – SA American Century Inflation Managed Portfolio	American Century	$	3,267,247	(0.60%)	$	2,748,375	(0.50%)
SST – SA Columbia Focused Value Portfolio	Columbia	$	2,937,367	(0.99%)	$	2,013,063	(0.68%)
SST – SA Franklin Allocation Moderately Aggressive Portfolio	Franklin Advisers	$	1,774,669	(0.85%)	$	1,066,950	(0.51%)
SST – SA Multi-Managed Diversified Fixed Income Portfolio	PineBridge Wellington	$	4,293,641	(0.65%)	$	3,289,419	(0.49%)
SST – SA Multi-Managed International Equity Portfolio	BlackRock SIMNA T. Rowe Price	$	2,594,857	(0.95%)	$	1,703,045	(0.62%)
SST – SA Multi-Managed Large Cap Growth Portfolio	BlackRock GSAM MSIM	$	2,500,826	(0.79%)	$	1,765,814	(0.56%)


SST – SA Multi-Managed Large Cap Value Portfolio	American Century BlackRock Wellington	$	3,133,587	(0.78%)	$	2,200,059	(0.55%)
SST – SA Multi-Managed Mid Cap Growth Portfolio	BlackRock T. Rowe Price Wellington	$	1,384,803	(0.85%)	$	929,245	(0.57%)
SST – SA Multi-Managed Mid Cap Value Portfolio	BlackRock MFS T. Rowe Price	$	1,691,854	(0.85%)	$	1,050,546	(0.53%)
SST – SA Multi-Managed Small Cap Portfolio	BlackRock JPMorgan SIMNA	$	1,305,821	(0.85%)	$	786,637	(0.51%)

Information about the Subadvisers and Sub-Subadvisers

AllianceBernstein L.P. (AB) is a Delaware limited partnership with principal offices at 501 Commerce Street, Nashville, TN 37203. AB is a leading global investment management firm. AB provides management services for many of the largest U.S. public and private employee benefit plans, endowments, foundations, public employee retirement funds, banks, insurance companies and high net worth individuals worldwide. AB is also one of the largest mutual fund sponsors, with a diverse family of globally distributed mutual fund portfolios. As of December 31, 2025, AB had approximately $867 billion in assets under management.

The following chart lists AB’s principal executive officers and directors and their principal occupations. The address for these individuals is the same as for AB.


Name		Principal Occupation
Seth P. Bernstein		Director, Chief Executive Officer

Karl Sprules		Chief Operating Officer

Mark Manley		General Counsel and Corporate Secretary

Thomas Simeone		Chief Financial Officer

Onur Erzan		President

Paul Emerson		Senior Vice President and Chief Compliance Officer

Cathy Spencer		Chief People Officer

Joan Lamm-Tennant		Chair of the Board

Jeffrey Hurd		Director

Daniel G. Kaye		Director

Nick Lane		Director

Das Narayandas		Director

Mark Pearson		Director

Charles Stonehill		Director

Todd Walthall		Director

Bruce Holley		Director

No Trustee of the Trusts has, or has had, any material interest in, or a material interest in a material transaction with AB or its affiliates since the beginning of the applicable Portfolio’s most recent fiscal year. No officers or Trustees of the Trusts are officers, employees, directors, general partners or shareholders of AB.

AB is the investment adviser for other mutual funds, and/or institutional accounts, that have an investment objective similar to that of the applicable Portfolio(s). The name of each such fund or account, together with information concerning the fund’s assets, and the advisory fee rate paid (as a percentage of average net assets) to AB for its management services, are set forth below.


Portfolio Name	Comparable Portfolio/Account Name	Assets as of December 31, 2025 (millions)	Fee Rate (% of average daily net assets)
SAST – SA AB Growth Portfolio	Client A US Large Cap Growth Separate Account	$ 2,373	0.30% on the first $200 million 0.25% on the next $200 million 0.22% over $400 million
SAST – SA AB Small & Mid Cap Value Portfolio	Client A US SMID Cap Value Separate Account	$ 43	0.60% on the first $50 million 0.55% on the next $100 million 0.50% in excess of $150 million

American Century Investment Management, Inc. (American Century) has been managing mutual funds since 1958 and is headquartered at 4500 Main Street, Kansas City, Missouri 64111. American Century is wholly-owned by American Century Companies, Inc. (“ACC”). The Stowers Institute for Medical Research (“SIMR”) controls ACC by virtue of its beneficial ownership of more than 25% of the voting securities of ACC. SIMR is part of a not-for-profit biomedical research organization dedicated to finding the keys to the causes, treatments and prevention of disease. As of December 31, 2025, American Century had approximately $305.97 billion in total assets under management.

The following chart lists American Century’s principal executive officers and directors and their principal occupations. The address for these individuals is the same as for American Century.


Name		Principal Occupation
Victor Zhang		President, Chief Executive Officer, Chief Investment Officer

Patrick Bannigan		Chief Financial Officer, Chief Accounting Officer, Vice President, Director, Treasurer

Amy Shelton		Chief Compliance Officer

Cleo Chang		Senior Vice President and Director

John Pak		Senior Vice President and General Counsel

No Trustee of the Trusts has, or has had, any material interest in, or a material interest in a material transaction with American Century or its affiliates since the beginning of the applicable Portfolio’s most recent fiscal year. No officers or Trustees of the Trusts are officers, employees, directors, general partners or shareholders of American Century.

American Century is the investment adviser for other mutual funds, and/or institutional accounts, that have an investment objective similar to that of the applicable Portfolio(s). The name of each such fund or account, together with information concerning the fund’s assets, and the advisory fee rate paid (as a percentage of average net assets) to American Century for its management services, are set forth below.


Portfolio Name	Comparable Portfolio/Account Name		Assets as of December 31, 2025 (millions)		Fee Rate (% of average daily net assets)
SST – SA American Century Inflation Managed Portfolio		Subadvised Fund 2	$	264.64		0.125	%*
		Subadvised Fund 3	$	420.17		0.099	%*
SST – SA Multi-Managed Large Cap Value Portfolio		Subadvised Fund 4	$	154.78		0.289	%*

* The effective subadvisory fee rate for such funds.

BlackRock Investment Management, LLC (BlackRock) is located at 1 University Square Drive, Princeton, NJ 08540-6455. BlackRock is an affiliate of BlackRock Advisors, LLC, a wholly-owned indirect subsidiary of BlackRock, Inc., one of the largest publicly traded investment management firms in the United States with approximately $14.042 trillion in assets under management as of December 31, 2025.

The following chart lists BlackRock’s principal executive officers and directors and their principal occupations. The address for these individuals is the same as for BlackRock.


Name		Principal Occupation
Laurence Fink		Chairman & Chief Executive Officer

Robert Kapito		President

Adebayo Ogunlesi		Chairman and CEO of GIP

Alex Claringbull		Global Head of Index Investments

Alister Hibbert		CIO and Head of the Strategic Equity Team

Andrew Landman		Deputy Head of APAC

Armando Senra		Head of Americas Institutional Business, Head of Canada and Latin America

Ben Archibald		Deputy General Counsel

Caroline Heller		Global Head of Human Resource

Charles Hatami		Global Head of the Financial & Strategic Investors Group, Head of Middle East and Co-Head of the Global Partners Office

Christopher Meade		Chief Legal Officer

Derek Stein		Global Head of Technology & Operations

Dominik Rohé		Deputy Head of International Business, Global Head of Client Platform

Pierre Sarrau		Chief Risk Officer & Head of the Risk and Quantitative Analysis Group

Gary Shedlin		Vice Chairman

Jaime Magyera		Head of U.S. Wealth Advisory and Head of Retirement

Jane Sloan		EMEA Head of Global Product Solutions

Jessica Tan		Head of Americas Global Product Solutions


Joe DeVico		Head of Americas Client Business

John Kelly		Global Head of Corporate Affairs

John Perlowski		Head of Global Accounting and Product Services

Joud Abdel Majeid		Co-Head of the Global Partners Office

Kunal Khara		Global Head of Aladdin Product

Manish Mehta		Head of BlackRock Global Markets & Index Investments

Mark McCombe		Vice Chairman

Martin Small		Chief Financial Officer

Michael McGhee		Deputy Chairman of GIP

Michael Patterson		Private Financing Solutions Executive Office, Co-President of HPS Investment Partners

Mike Pyle		Deputy Head of the Portfolio Management Group

Nish Ajitsaria		Co-Head of Aladdin Product Engineering

Philipp Hildebrand		Vice Chairman

Rachel Lord		Head of International

Raffaele Savi		Global Head of BlackRock Systematic

Raj Rao		President and COO of GIP

Ram Subramaniam		Chief Marketing Officer, Global Head of Digital Wealth

Richard Kushel		Head of the Portfolio Management Group

Rick Rieder		CIO Global Fixed Income

Roland Villacorta		Global Head of Liquidity and Financing

Rob Fairbairn		Vice Chairman

Rob Goldstein		Chief Operating Officer

Ryan Marshall		Co-Head of Multi-Asset Strategies & Solutions

Samara Cohen		Global Head of Market Development

Sarah Melvin		Head of UK and Europe Client Business

Scot French		Private Financing Solutions Executive Office, Co-President of HPS Investment Partners

Scott Kapnick		Chairman of Private Financing Solutions Executive Office, Chief Executive Officer HPS Investment Partners

Stacey Mullin		Deputy Chief Operating Officer

Stephen Cohen		Chief Product Officer

Sudhir Nair		Global Head of Aladdin

Susan Chan		Head of Asia Pacific

Tarek Chouman		Global Head of Aladdin Client Business

Thomas E. Donilon		Vice Chairman, Chairman of BlackRock Investment Institute

No Trustee of the Trusts has, or has had, any material interest in, or a material interest in a material transaction with BlackRock or its affiliates since the beginning of the applicable Portfolio’s most recent fiscal year. No officers or Trustees of the Trusts are officers, employees, directors, general partners or shareholders of BlackRock.

BlackRock provides investment advisory or sub-advisory services, as applicable, to other mutual funds and/or institutional accounts. None of these other mutual funds and/or institutional accounts have investment strategies or objectives similar to that of the Portfolio(s).

Brandywine Global Management, LLC (Brandywine) is located at 1735 Market Street, Suite 1800, Philadelphia, Pennsylvania 19103. Brandywine acts as adviser or subadviser primarily to individuals, public funds, corporations, pension and profit sharing plans, Taft-Hartley Plans, endowments and foundations, as well as to other investment company portfolios. As of December 31, 2025, Brandywine’s total assets under management were approximately $64.1 billion (including non-discretionary accounts). Brandywine is an indirect wholly-owned subsidiary of Franklin Resources, Inc. (referred to as Franklin Templeton).

The following chart lists Brandywine’s principal executive officers and directors and their principal occupations. The address of the individuals listed below is 1735 Market Street Suite 1800 Philadelphia, PA 19103.


Name		Principal Occupation
David F. Hoffman		Senior Managing Director and Co-Executive Board Chairman

Susan B. Wilchusky		Officer/Director Senior Managing Director and Co-Executive Board Chairman

Patrick S. Kaser		Officer/Director Senior Managing Director

Henry F. Otto		Officer/Director Senior Managing Director

Steven M. Tonkovich		Officer/Director Senior Managing Director

Theodore W. Fetter		Officer/Director Senior Managing Director

Richard Lawrence		Officer/Director Senior Managing Director

Anujeet Sareen		Officer/Director Senior Managing Director

Leigh D. Lament		Officer/Director Chief Compliance Officer

Adam B. Spector		Officer/Director Elected Manager

Matthew Nicholls		Officer/Director Elected Manager

Terrence Murphy		Officer/Director Elected Manager

Seok Selene Oh		Director

No Trustee of the Trusts has, or has had, any material interest in, or a material interest in a material transaction with Brandywine or its affiliates since the beginning of the applicable Portfolio’s most recent fiscal year. No officers or Trustees of the Trusts are officers, employees, directors, general partners or shareholders of Brandywine.

Brandywine is the investment adviser for other mutual funds, and/or institutional accounts, that have an investment objective similar to that of the applicable Portfolio(s). The name of each such fund or account, together with information concerning the fund’s assets, and the advisory fee rate paid (as a percentage of average net assets) to Brandywine for its management services, are set forth below.


Portfolio Name	Comparable Portfolio/ Account Name	Assets as of December 31, 2025 (millions)	Fee Rate (% of average daily net assets)
SAST – SA Franklin BW U.S. Large Cap Value Portfolio	SunAmerica Series Trust – SA Franklin BW U.S. Large Cap Value Portfolio	$ 1,236	27 bps on first 500 million, 20 bps on next 2 billion, 17.5 bps over 2 billion
SAST – SA Franklin Tactical Opportunities Portfolio	SunAmerica Series Trust – SA Franklin Tactical Opportunities Portfolio	$ 7	30 bps on first $500 million 28 bps on next $500 million 26 bps on next $1 billion 23 bps over $2 billion
SAST – SA Franklin BW U.S. Large Cap Value Portfolio and SA Franklin Tactical Opportunities Portfolio	Client 1	$ 3,515	27 bps on the first $500 million, 20 bps on the next $2 billion, 17.5 bps on the next $1 billion, 15 bps on portion of assets in excess of $3.5 billion
SAST – SA Franklin BW U.S. Large Cap Value Portfolio and SA Franklin Tactical Opportunities Portfolio	Client 2a	$ 452	22.3 bps on all assets (flat fee) Fees are aggregated.
SAST – SA Franklin BW U.S. Large Cap Value Portfolio and SA Franklin Tactical Opportunities Portfolio	Client 2b	$ 901	22.3 bps on all assets (flat fee) Fees are aggregated.
SAST – SA Franklin BW U.S. Large Cap Value Portfolio and SA Franklin Tactical Opportunities Portfolio	Client 3	$ 7	55 bps on all assets
SAST – SA Franklin BW U.S. Large Cap Value Portfolio and SA Franklin Tactical Opportunities Portfolio	Client 4	$ 184	28 bps on all assets
SAST – SA Franklin BW U.S. Large Cap Value Portfolio and SA Franklin Tactical Opportunities Portfolio	Brandywine Global – Diversified US Large Cap Value Fund – LBWAX)	$ 97	Within the prospectus of the Brandywine GLOBAL - Diversified US Large Cap Value Fund - LBWAX, Franklin Resources, Inc. charges a flat 65 bps on all assets. The advisory fee-paid to Brandywine Global is equal to 90% of the management fee paid to Franklin Resources Inc. net of expense waivers and reimbursements.

SAST – SA Franklin BW U.S. Large Cap Value Portfolio and SA Franklin Tactical Opportunities Portfolio

Diversified Large Cap Value – Business Investment Trust

$ 7

55 bps on the first $50million;

40 bps on the next $150 million;

35 bps on the next $200 million;

30 bps on the next $250 million;

25 bps on portion of assets in excess of $650 million

SAST – SA Franklin BW U.S. Large Cap Value Portfolio and SA Franklin Tactical Opportunities Portfolio

Diversified Large Cap Value – Business Investment Trust

$ 28

Class R <25mm 56bps,

Class R1 25-50mm 51bps,

Class R2 50-250mm 46bps,

Class R3* > 250mm 41bps

* Also serves as founders fee class

ClearBridge Investments, LLC (ClearBridge) is a wholly-owned indirect subsidiary of Franklin Resources, Inc. ClearBridge has offices at One Madison Avenue, New York, NY 10010 and is an active equity manager offering a broad range of strategies across global developed and emerging markets, local markets, and real assets and income. ClearBridge has been committed to delivering long-term results through active management for more than 60 years, and bases its investment decisions on fundamental research and the insights of seasoned portfolio management teams. As of December 31, 2025, ClearBridge’s assets under management were approximately $212 billion, including $45.2 billion for which ClearBridge provides non-discretionary investment models to managed account sponsors. For purposes of this statement, ClearBridge Investments consists of ClearBridge Investments, LLC and its affiliated managers whose businesses have been operationally integrated with ClearBridge’s, including ClearBridge Investments Limited and its subsidiary in Australia, a part of Franklin Templeton Australia Limited doing business as ClearBridge Investments in Australia, a part of Franklin Templeton Investments Corp. doing business as ClearBridge Investments in Canada and ClearBridge Investment Management Limited in the United Kingdom. The business of Franklin Real Asset Advisors has been aligned with ClearBridge Investments.

The following chart lists ClearBridge’s principal executive officers and directors and their principal occupations as of January 1, 2026. The address for the individuals listed below is One Madison Avenue, New York, NY 10010.


Name		Principal Occupation
Terrence James Murphy		Director, President and Chief Executive Officer

Scott Keith Glasser		Director and Chief Investment Officer

John Randolph Haller		Director and Chief Operating Officer

Brian R. Murphy		Chief Compliance Officer

Jasna Brblic Dolgov		General Counsel

Jennifer Morrow Johnson		Director

Selene Seok Oh		Director

Brian Matthew Eakes		Director

Matthew Nicholls		Director

No Trustee of the Trusts has, or has had, any material interest in, or a material interest in a material transaction with ClearBridge or its affiliates since the beginning of the Portfolio’s most recent fiscal year. No officers or Trustees of the Trusts are officers, employees, directors, general partners or shareholders of ClearBridge.

ClearBridge provides investment advisory or sub-advisory services, as applicable, to other mutual funds and/or institutional accounts. For the SA Franklin Tactical Opportunities Portfolio, ClearBridge sub-subadvises three sleeves with different strategies (Appreciation, Large Cap Growth and International Value). The comparable portfolios or accounts for each of these sleeve strategies are provided below.


Portfolio Name	Comparable Portfolio/ Account Name	Assets as of December 31, 2025 (millions)	Fee Rate (% of average daily net assets)
SAST - SA Franklin Tactical Opportunities Portfolio- Appreciation Sleeve	ClearBridge Appreciation Fund	$ 9,478,995,157	First $250M Next $250M Next $500M Next $1B Next $1B Over $3B	52.50 bps 49.00 bps 45.50 bps 42.00 bps 38.50 bps 35.00 bps
SAST - SA Franklin Tactical Opportunities Portfolio- Appreciation Sleeve	ClearBridge Variable Appreciation Portfolio	$ 1,183,426,138	First $250M Next $250M Next $500M Next $1B Next $1B Over $3B	52.50 bps 49.00 bps 45.50 bps 42.00 bps 38.50 bps 35.00 bps
SAST - SA Franklin Tactical Opportunities Portfolio- Appreciation Sleeve	Non-Proprietary Fund A	$ 199,711,213	First $100M Next $150M Next $250M Over $500M	35.00 bps 30.00 bps 25.00 bps 20.00 bps
SAST - SA Franklin Tactical Opportunities Portfolio- Appreciation Sleeve	Non-Proprietary Fund B	$ 310,103,185		20.00 bps
SAST - SA Franklin Tactical Opportunities Portfolio - Appreciation Sleeve	Separate Account A	$ 56,545,271	First $25M Next $25M Next $50M Over $100M	40.00 bps 35.00 bps 30.00 bps 25.00 bps
SAST - SA Franklin Tactical Opportunities Portfolio- Appreciation Sleeve	Separate Account B	$ 15,828,528	Flat Fee	40.00 bps
SAST - SA Franklin Tactical Opportunities Portfolio- Appreciation Sleeve	Separate Account C	$ 2,710,952	Flat Fee	40.00 bps
SAST - SA Franklin Tactical Opportunities Portfolio - Appreciation Sleeve	Separate Account D	$ 1,207,350	Flat Fee	40.00 bps
SAST - SA Franklin Tactical Opportunities Portfolio- Appreciation Sleeve	Separate Account E	$ 1,537,185	Flat Fee	40.00 bps
SAST - SA Franklin Tactical Opportunities Portfolio- Appreciation Sleeve	Separate Account F	$ 1,427,100	Flat Fee	40.00 bps
SAST - SA Franklin Tactical Opportunities Portfolio- Appreciation Sleeve	Separate Account G	$ 8,785,150	Flat Fee	40.00 bps
SAST - SA Franklin Tactical Opportunities Portfolio- Appreciation Sleeve	Separate Account H	$ 1,192,332	Flat Fee	40.00 bps
SAST - SA Franklin Tactical Opportunities Portfolio- Appreciation Sleeve	Separate Account I	$ 38,744,292	First $25M Next $25M Next $50M Over $100M	55.00 bps 45.00 bps 40.00 bps 35.00 bps
SAST - SA Franklin Tactical Opportunities Portfolio- Appreciation Sleeve	Separate Account J	$ 1,171,957	Flat Fee	40.00 bps

The above accounts represent constituents of the ClearBridge Appreciation Composite as of December 31, 2025. Excluded are two separately managed accounts that do not meet the requirements for inclusion in the composite. Only ClearBridge Investments’ sub-advisory fee structure is shown for its proprietary funds.


Portfolio Name	Comparable Portfolio/ Account Name	Assets as of December 31, 2025 (millions)	Fee Rate (% of average daily net assets)
SAST - SA Franklin Tactical Opportunities Portfolio- International Value Sleeve	ClearBridge International Value Fund	$ 193,293,305	First $1B Next $1B Next $3B Next $5B Over $10B	52.50 bps 49.00 bps 45.50 bps 42.00 bps 38.50 bps
SAST - SA Franklin Tactical Opportunities Portfolio- International Value Sleeve	Separate Account A	$ 321,159,593	First $100M Over $100M	45.00 bps 40.00 bps

The above accounts represent constituents of the ClearBridge International Value Composite as of December 31, 2025. Only ClearBridge Investments’ sub-advisory fee structure is shown for its proprietary funds.


Portfolio Name	Comparable Portfolio/ Account Name	Assets as of December 31, 2025 (millions)	Fee Rate (% of average daily net assets)
SAST - SA Franklin Tactical Opportunities Portfolio- Large Cap Growth Sleeve	ClearBridge Large Cap Growth Fund	$11,460,448,700	First $1B Next $1B Next $3B Next $5B Over $10B	49.00 bps 47.60 bps 45.50 bps 42.00 bps 38.50 bps
SAST - SA Franklin Tactical Opportunities Portfolio- Large Cap Growth Sleeve	ClearBridge Variable Large Cap Growth Portfolio	$ 574,622,536	First $1B Next $1B Next $3B Next $5B Over $10B	49.00 bps 47.60 bps 45.50 bps 42.00 bps 38.50 bps
SAST - SA Franklin Tactical Opportunities Portfolio- Large Cap Growth Sleeve	Franklin Allocation VIP Fund LCG	$ 35,673,523	Flat Rate	40.00 bps
SAST - SA Franklin Tactical Opportunities Portfolio- Large Cap Growth Sleeve	Non-Proprietary Fund A	$ 969,171,587	Flat Rate	24.00 bps
SAST - SA Franklin Tactical Opportunities Portfolio- Large Cap Growth Sleeve	Non-Proprietary Fund B	$ 1,377,778,654	First $100M Next $150M Next $250M Next $1B Over $1.5B	30.00 bps 27.50 bps 25.00 bps 22.50 bps 21.50 bps
SAST - SA Franklin Tactical Opportunities Portfolio- Large Cap Growth Sleeve	Non-Proprietary Fund C	$ 237,793,890	Flat Rate	30.00 bps
SAST - SA Franklin Tactical Opportunities Portfolio- Large Cap Growth Sleeve	Non-Proprietary Fund D	$ 356,511,248	First $500M Above $500M	32.00 bps 29.00 bps
SAST - SA Franklin Tactical Opportunities Portfolio- Large Cap Growth Sleeve	Offshore Fund¹	$ 1,602,352,969	N/A
SAST - SA Franklin Tactical Opportunities Portfolio- Large Cap Growth Sleeve	Collective Investment Trust A	$ 4,570,060	Class R Class R1 Class R2 Class R3	55.00 bps 50.00 bps 45.00 bps 40.00 bps


SAST - SA Franklin Tactical Opportunities Portfolio- Large Cap Growth Sleeve	Collective Investment Trust B	$ 1,400,368,983	Class R Class R2 Class R2a Class R3 Class MSG	55.00 bps 45.00 bps 45.00 bps 40.00 bps 35.00 bps
SAST - SA Franklin Tactical Opportunities Portfolio- Large Cap Growth Sleeve	Separate Account A	$ 22,552,214	Flat Rate	50.00 bps
SAST - SA Franklin Tactical Opportunities Portfolio- Large Cap Growth Sleeve	Separate Account B	$ 20,527,155	First $50M Next $50M Assets over $100M	50.00 bps 40.00 bps 36.00 bps
SAST - SA Franklin Tactical Opportunities Portfolio- Large Cap Growth Sleeve	Separate Account C	$ 21,437,490	First $50M Next $50M Assets over $100M	50.00 bps 40.00 bps 36.00 bps
SAST - SA Franklin Tactical Opportunities Portfolio- Large Cap Growth Sleeve	Separate Account D	$ 22,995,333	First $50M Next $50M Assets over $100M	50.00 bps 40.00 bps 36.00 bps
SAST - SA Franklin Tactical Opportunities Portfolio- Large Cap Growth Sleeve	Separate Account E	$ 12,761,026	Flat Rate	50.00 bps
SAST - SA Franklin Tactical Opportunities Portfolio- Large Cap Growth Sleeve	Separate Account F	$ 18,421,535	Flat Rate	50.00 bps
SAST - SA Franklin Tactical Opportunities Portfolio- Large Cap Growth Sleeve	Separate Account G	$ 10,728,661	First $25M Next $25M Next $50M Assets over $100M	65.00 bps 55.00 bps 45.00 bps 40.00 bps
SAST - SA Franklin Tactical Opportunities Portfolio- Large Cap Growth Sleeve	Separate Account H	$ 43,989,374	First $25M Assets over $25M	50.00 bps 40.00 bps
SAST - SA Franklin Tactical Opportunities Portfolio- Large Cap Growth Sleeve	Separate Account I	$ 45,271,347	First $25M Assets over $25M	50.00 bps 40.00 bps
SAST - SA Franklin Tactical Opportunities Portfolio- Large Cap Growth Sleeve	Separate Account J	$ 1,923,170	First $50M Next $50M Assets over $100M	50.00 bps 40.00 bps 36.00 bps
SAST - SA Franklin Tactical Opportunities Portfolio- Large Cap Growth Sleeve	Separate Account K	$ 21,275,505	First $100M Over $100M	45.00 bps 40.00 bps
SAST - SA Franklin Tactical Opportunities Portfolio- Large Cap Growth Sleeve	Separate Account L	$ 26,722,771	Flat Rate	40.00 bps
SAST - SA Franklin Tactical Opportunities Portfolio- Large Cap Growth Sleeve	Separate Account M	$ 6,370,891	Flat Rate	65.00 bps
SAST - SA Franklin Tactical Opportunities Portfolio- Large Cap Growth Sleeve	Separate Account N	$ 16,050,788	Flat Rate	40.00 bps
SAST - SA Franklin Tactical Opportunities Portfolio- Large Cap Growth Sleeve	Separate Account O	$ 15,626,576	Flat Rate	50.00 bps


SAST - SA Franklin Tactical Opportunities Portfolio- Large Cap Growth Sleeve	Separate Account P	$ 15,171,253	Flat Rate	50.00 bps
SAST - SA Franklin Tactical Opportunities Portfolio- Large Cap Growth Sleeve	Separate Account Q	$ 29,391,887	First $25M Next $25M Next $50M Above $100M	58.50 bps 49.50 bps 40.50 bps 36.00 bps
SAST - SA Franklin Tactical Opportunities Portfolio- Large Cap Growth Sleeve	Separate Account R	$ 6,796,380	First $25M Next $25M Next $50M Above $100M	65.00 bps 55.00 bps 45.00 bps 40.00 bps

¹	Not available to U.S. investors.

The above accounts represent constituents of the ClearBridge Large Cap Growth Composite as of December 31, 2025. Only ClearBridge Investments’ sub-advisory fee structure is shown for its proprietary funds.

All the portfolios managed in the above ClearBridge strategies share similar investment objectives. Fees are based on a number of factors including the following: size, the mandate, timing of inception, and the relationship. Fee schedules decline in nature as mandate sizes increase. At a blended rate ClearBridge realizes economies of scale.

Columbia Management Investment Advisers, LLC (Columbia) is located at 290 Congress Street, Boston, MA 02210. Columbia is a registered investment adviser and a wholly-owned subsidiary of Ameriprise Financial, Inc. Columbia’s management experience covers all major asset classes, including equity securities, debt instruments and money market instruments. In addition to serving as an investment adviser to traditional mutual funds, exchange-traded funds and closed-end funds, Columbia acts as an investment adviser for itself, its affiliates, individuals, corporations, retirement plans, private investment companies and financial intermediaries. As of December 31, 2025, Columbia had approximately $484.36 billion in assets under management.

The following chart lists Columbia’s principal executive officers and directors, their addresses and their principal occupations.


Name and Address		Principal Occupation
William Truscott (Boston, Massachusetts)		President and Chairman of the Board

Michael Clarke (Boston, Massachusetts)		Member of Board of Governors, Senior Vice President, North America Head of Operations & Investor Services

Gene Tannuzzo, CFA (Minneapolis, Minnesota)		Managing Director and Global Head of Fixed Income

Lee Faria (Boston, Massachusetts)		Vice President and Chief Compliance Officer

Michael DeFao (Boston, Massachusetts)		Vice President, Chief Legal Officer and Assistant Secretary

Matt Waldner (Boston, Massachusetts)		Senior Vice President and Global Head of Trading

Nicolas Janvier		Head of North America Equities

Brian Engelking (Minneapolis, Minnesota)		Member of Board of Governors, Director, Vice President and Chief Financial Officer

Francine Asselta (New York, New York)		Vice President and Head of North America Institutional

Joshua Kutin, CFA (Boston, Massachusetts)		Head of Multi-Asset Solutions, North America

No Trustee of the Trusts has, or has had, any material interest in, or a material interest in a material transaction with Columbia or its affiliates since the beginning of the applicable Portfolio’s most recent fiscal year. No officers or Trustees of the Trusts are officers, employees, directors, general partners or shareholders of Columbia.

Columbia is the investment adviser for other mutual funds, and/or institutional accounts, that have an investment objective similar to that of the applicable Portfolio(s). The name of each such fund or account, together with information concerning the fund’s assets, and the advisory fee rate paid (as a percentage of average net assets) to Columbia for its management services, are set forth below.


Portfolio Name	Comparable Portfolio/ Account Name	Assets as of December 31, 2025 (millions)		Fee Rate (% of average daily net assets)
SST – SA Columbia Focused Value Portfolio	Columbia Select Large Cap Value Fund	$	2,818.69	77 bps on first $500 mil; 71.5 bps on next $500 mil; 61.5 bps on next $2,000 mil; 60 bps on next $3,000 mil; 58 bps on next $6,000 mil; 57 bps on remainder
SST – SA Columbia Focused Value Portfolio	Columbia Variable Portfolio – Select Large Cap Value Fund	$	2,378.64	77 bps on first $500 mil; 71.5 bps on next $500 mil; 61.5 bps on next $2,000 mil; 60 bps on next $3,000 mil; 58 bps on next $6,000 mil; 57 bps on remainder
SST – SA Columbia Focused Value Portfolio	Columbia Trust Focused Large Cap Value Portfolio	$	128.19	Trustee fee of 40 bps on the first $100 mil; 35 bps on the next $200 mil; 30 bps on remainder
SST – SA Columbia Focused Value Portfolio	Account 1	$	1,169.32	40 bps on first $125 mil; 25 bps on next $875 mil; 20 bps on remainder
SST – SA Columbia Focused Value Portfolio	Account 2	$	522.20	35 bps on first $100 mil; 30 bps on next $50 mil; 25 bps on next $100 mil; 20 bps on remainder
SST – SA Columbia Focused Value Portfolio	Account 3*	$	118.31	35 bps on all
SST – SA Columbia Focused Value Portfolio	Account 4	$	255.98	30 bps on first $100 mil; 27 bps on next $100 mil; 24 bps on remainder
SST – SA Columbia Focused Value Portfolio	Account 5	$	169.50	46 bps on first $50 mil; 35 bps on remainder
SST – SA Columbia Focused Value Portfolio	Account 6*	$	116.80	45 bps on first $100 mil; 40 bps on next $100 mil; 35 bps on remainder
SST – SA Columbia Focused Value Portfolio	Account 7*	$	17.99	45 bps on first $100 mil; 40 bps on next $100 mil; 35 bps on remainder
SST – SA Columbia Focused Value Portfolio	Account 8	$	69.83	35 bps on first $100 mil; 30 bps on next $50 mil; 25 bps on next $100 mil; 20 bps on remainder
SST – SA Columbia Focused Value Portfolio	Account 9	$	50.94	50 bps on first $40 mil; 40 bps on remainder
SST – SA Columbia Focused Value Portfolio	Account 10	$	13.34	60 bps on first $10 mil; 50 bps on next $30 mil; 40 bps on remainder

* All assets for these two accounts are combined for the purpose of fee calculations.

Federated Investment Management Company (Federated) is located at 1001 Liberty Avenue, Pittsburgh, PA 15222-3779. Federated is a wholly-owned subsidiary of Federated Hermes, Inc. Federated Advisory Services Company, an affiliate of Federated, is located at the same address and provides certain support services to Federated. The fee for these services is paid by Federated and not the SA Federated Hermes Corporate Bond Portfolio. Federated and affiliated companies serve as investment advisers to a number of investment companies and private accounts. As of December 31, 2025, Federated and affiliated companies had approximately $902.6 billion in assets under management.

The following chart lists Federated’s principal executive officers and directors and their principal occupations. The address for these individuals is the same as for Federated.


Name		Principal Occupation
Christopher J. Donahue		Trustee, Chairman

Thomas R. Donahue		Trustee, Treasurer

George A. Bonnewell		Vice President, Secretary

Deborah Cunningham		Executive Vice President/CIO-Money Markets

John Ostrowski		Executive Vice President/CIO-Global Fixed Income

Mary Jo Ochson		Senior Vice President/CIO-Tax-Free Money Markets

John Fisher		Trustee/President/CEO

Stephen Van Meter		Chief Compliance Officer

James Joseph Gallagher		Trustee

No Trustee of the Trusts has, or has had, any material interest in, or a material interest in a material transaction with Federated or its affiliates since the beginning of the applicable Portfolio’s most recent fiscal year. No officers or Trustees of the Trusts are officers, employees, directors, general partners or shareholders of Federated.

Federated is the investment adviser for other mutual funds, and/or institutional accounts, that have an investment objective similar to that of the applicable Portfolio(s). The name of each such fund or account, together with information concerning the fund’s assets, and the advisory fee rate paid (as a percentage of average net assets) to Federated for its management services, are set forth below.


Portfolio Name	Comparable Portfolio/Account Name	Assets as of December 31, 2025 (millions)		Fee Rate (% of average daily net assets)
SAST – SA Federated Hermes Corporate Bond Portfolio	Federated Hermes Corporate Bond Fund	$	1,092	0.50% of all assets
SAST – SA Federated Hermes Corporate Bond Portfolio	Similar Managed Separate Account I	$	256.7	0.25% on all assets
SAST – SA Federated Hermes Corporate Bond Portfolio	Similar Managed Separate Account II	$	225	0.25% on all assets

FIAM LLC (FIAM) has its principal offices at 900 Salem Street, Smithfield, RI 02917. FIAM manages approximately $347.7 billion in assets worldwide as of December 31, 2025. FIAM is an indirectly-held subsidiary of FMR LLC.

The following chart lists FIAM’s principal executive officers and directors and their principal occupations. The address for these individuals is the same as for FIAM.


Name		Principal Occupation
Casey M. Condron		Director, Head of FIAM Institutional Client Group

Risteard Hogan		Director, President

Martin McGee		Director, Chief Financial Officer

Christian G. Pariseault		Director

Kimberly L. Perry		Director

Horace Codjoe		Vice President

Thomas Vercillo		Treasurer

Joseph Benedetti		Secretary

Brian C. McLain		Assistant Secretary

Stephanie J. Brown		Chief Compliance Officer

No Trustee of the Trusts has, or has had, any material interest in, or a material interest in a material transaction with FIAM or its affiliates since the beginning of the applicable Portfolio’s most recent fiscal year. No officers or Trustees of the Trusts are officers, employees, directors, general partners or shareholders of FIAM.

FIAM is the investment adviser for other mutual funds, and/or institutional accounts, that have an investment objective similar to that of the applicable Portfolio(s). The name of each such fund or account, together with information concerning the fund’s assets, and the advisory fee rate paid (as a percentage of average net assets) to FIAM for its management services, are set forth below.


Portfolio Name	Comparable Portfolio/Account Name	Assets as of December 31, 2025 (millions)	Fee Rate (% of average daily net assets)
SAST – SA Fidelity Institutional AM^® Global Equities Portfolio	FIAM Select Global Equity Commingled Pool (U.S. CIT, 1 client)	$62.84	30bp on the first $25M, 23bp on the next $25M, 20bp on the next $150M, 17bp on assets over $200M

	Institutional Separate Account (1 client)	$4,508.2	26bp on the first $500M, 22bp on the next $500M, 18bp on the next $500M, 16bp on assets over $1.5B

	Fidelity Select Global Equity Institutional Trust (CAD Collective Trust, 2 clients)	$16.71	70bp on the first $40M, 50bp on the next $35M, 35bp on assets over $75M

SAST – SA Fidelity Institutional AM^® International Growth Portfolio	International Growth Separate Account	$1,181	38 bps on the first $100M 36 bps on the next $100M 35 bps on assets over $200M

	FA Intl Capital App -	$15,792.66	87 bps (class Z 75 bps)

	Fidelity Intl Capital Appreciation	$4,035.37	80 bps

	Intl Cap Appreciation K6	$2,071.02	65 bps

	VIP Intl Capital App -IC†	$236.68	74 bps


SAST – SA Fidelity Institutional AM^® Real Estate Portfolio	U.S. REIT Institutional Pool	$59.25	60 bps on the first $25M 40 bps on the next $25M 30 bps on the next $150M 25 bps over $200M

	VIP Real Estate – I Class	$141.79	66 bps

	FA Real Estate - Class I	$25.63	71 bps

	U.S. REIT Institutional Separate Account	$522.91	70 bps on the first $25M 50 bps on the next $25M 35 bps on the next $50M 30 bps on the next $100M 25 bps over $200M

Franklin Advisers, Inc. (Franklin Advisers) is a California corporation with its principal offices at One Franklin Parkway, San Mateo, California 94403-1906. It is a wholly-owned subsidiary of Franklin Resources, Inc. (referred to as Franklin Templeton), a publicly owned company engaged in the financial services industry through its subsidiaries. As of December 31, 2025, Franklin Advisers managed approximately $477,478.6 million in assets composed of mutual funds and other investment vehicles for individuals, institutions, pension plans, trusts and partnerships in 128 countries.

The following chart lists Franklin’s principal executive officers and directors and their principal occupations. The address for these individuals is the same as for Franklin Advisers.


Name		Principal Occupation
Edward D. Perks		President and Director

Lindsey H. Oshita		Chief Financial Officer

Thomas C. Merchant		Chief Legal Officer

Bjorn A. Davis		Chief Compliance Officer

Jonathan Curtis		Executive Vice President and Chief Investment Officer

Roger A. Bayston		Executive Vice President

Sonal Desai		Executive Vice President and Director

Stephen H. Dover		Executive Vice President and Director

Michael J. Hasenstab		Executive Vice President

Thomas A. Meyers		Executive Vice President

Adam Petryk		Executive Vice President

Leeor Avigdor		Treasurer

Virginia E. Rosas		Secretary

Rupert H. Johnson, Jr.		Director

No Trustee of the Trusts has, or has had, any material interest in, or a material interest in a material transaction with Franklin or its affiliates since the beginning of the applicable Portfolio’s most recent fiscal year. No officers or Trustees of the Trusts are officers, employees, directors, general partners or shareholders of Franklin Advisers.

Franklin Advisers provides investment advisory or sub-advisory services, as applicable, to other mutual funds and/or institutional accounts. None of these other mutual funds and/or institutional accounts have investment strategies or objectives similar to that of the Portfolio(s).

Franklin Mutual Advisers, LLC (FMA) is a Delaware limited liability company located at 101 John F. Kennedy Parkway, Short Hills, NJ 07078. FMA is a wholly-owned subsidiary of Franklin Templeton. As of December 31, 2025, FMA and affiliated companies had approximately $36,445.6 million in assets under management.

The following chart lists FMA’s principal executive officers and directors and their principal occupations. The address for these individuals is the same as for FMA.


Name		Principal Occupation
Christian Correa		President

Thomas C. Merchant		Chief Legal Officer

Bjorn A. Davis		Chief Compliance Officer

Stephanie Torrey		Compliance Officer

Leeor Avigdor		Treasurer

Virginia E. Rosas		Secretary

No Trustee of the Trusts has, or has had, any material interest in, or a material interest in a material transaction with FMA or its affiliates since the beginning of the applicable Portfolio’s most recent fiscal year. No officers or Trustees of the Trusts are officers, employees, directors, general partners or shareholders of FMA.

FMA is the investment adviser for other mutual funds, and/or institutional accounts, that have an investment objective similar to that of the Portfolio. The name of each such fund or account, together with information concerning the fund’s assets, and the advisory fee rate paid (as a percentage of average net assets) to FMA for its management services, are set forth below.


Portfolio Name	Comparable Portfolio/Account Name	Assets as of December 31, 2025 (millions)	Fee Rate (% of average daily net assets)
SAST – SA Franklin Small Company Value Portfolio	Franklin Small Cap Value Fund	$3,779.3	0.75% of the value of net assets up to and including $500 million; 0.625% of the value of net assets over $500 million up to and including $1 billion; 0.50% of the value of net assets over $1 billion up to and including $5 billion; 0.49% of the value of net assets over $5 billion
SAST – SA Franklin Small Company Value Portfolio	Account A	$123.2	0.60% on assets $0 to $200 million 0.52% on assets $200 to $500 million 0.50% on assets over $500 million

Goldman Sachs Asset Management, L.P. (GSAM) is located at 200 West Street, New York, NY 10282. GSAM has been registered as an investment adviser with the SEC since 1990 and is an affiliate of Goldman Sachs & Co. LLC (“Goldman”). As of December 31, 2025, GSAM, including its investment advisory affiliates, had approximately $3.35 trillion in total assets under supervision. Assets under supervision include assets under management and other client assets for which Goldman does not have full discretion.

The following chart lists GSAM’s principal executive officers and directors and their principal occupations. The address of the individuals listed below is 200 West St, New York, NY 10282.


Name		Principal Occupation
Marc Otto Nachmann		Chief Executive Officer

William Charles Bousquette		Chief Operating Officer

Judith Leah Shandling		Chief Compliance Officer

David Seth Plutzer		Chief Legal Officer

No Trustee of the Trusts has, or has had, any material interest in, or a material interest in a material transaction with GSAM or its affiliates since the beginning of the applicable Portfolio’s most recent fiscal year. No officers or Trustees of the Trusts are officers, employees, directors, general partners or shareholders of GSAM.

GSAM provides investment advisory or sub-advisory services, as applicable, to other mutual funds and/or institutional accounts. None of these other mutual funds and/or institutional accounts have investment strategies or objectives similar to that of the applicable Portfolio(s).

Invesco Advisers, Inc. (Invesco) is located at 1331 Spring Street, N.W., Suite 2500, Atlanta, Georgia 30309. Invesco, as successor in interest to multiple investment advisers, has been an investment adviser since 1976. Today, Invesco advises or manages other investment portfolios that encompass a broad range of investment objectives. Invesco is an indirect wholly-owned subsidiary of Invesco Ltd., a publicly traded company that, through its subsidiaries, engages in the business of investment management on an international basis. As of December 31, 2025, Invesco Ltd. managed approximately $2,169.9 billion in assets, which includes Invesco Advisers, Inc.

The following chart lists Invesco’s principal executive officers and directors and their principal occupations. The address of the individuals listed below is 1331 Spring Street, NW, Suite 2500, Atlanta, GA 30309.


Name		Principal Occupation
Laura Allison Dukes		Director

Jeffrey H. Kupor		Director

Tony Wong		President, Chief Executive Officer, Director and Chairman

Terry Vacheron		Chief Financial Officer

Mark Gregson		Chief Accounting Officer and Controller

Todd Kuehl		Chief Compliance Officer

Greg Ketron		Treasurer

No Trustee of the Trusts has, or has had, any material interest in, or a material interest in a material transaction with Invesco or its affiliates since the beginning of the applicable Portfolio’s most recent fiscal year. No officers or Trustees of the Trusts are officers, employees, directors, general partners or shareholders of Invesco.

Invesco is the investment adviser for other mutual funds, and/or institutional accounts, that have an investment objective similar to that of the applicable Portfolio(s). Each such fund or account, together with information concerning the fund’s assets, and the effective advisory fee rate paid (as a percentage of average net assets) to Invesco for its management services, are set forth below.


Portfolio Name	Comparable Portfolio/Account Name	Assets as of December 31, 2025	Effective Fee Rate (% of average daily net assets) as of December 31, 2025
SAST – SA Invesco Growth Opportunities Portfolio	Invesco Small Cap Growth Fund	$1,607,023,579	0.700%
	Subadvised Client 1	$816,371,493	0.491%
	Subadvised Client 2	$1,589,085,692	0.430%

	Institutional Funds	N/A	0.900% on the first $50 million 0.700% on the next $50 million 0.600% on assets thereafter

Janus Henderson Investors US LLC (Janus) is a Delaware limited liability company with principal offices at 151 Detroit Street, Denver, Colorado 80206. Janus (together with its predecessors) has served as an investment adviser since 1969 and currently serves as investment adviser, or subadviser, to separately managed accounts, mutual funds, as well as commingled pools or private funds, and wrap fee accounts. Janus is an indirect subsidiary of Janus Henderson Group plc (“JHG”), a publicly-traded independent asset management firm, which was formed in May 2017 from the merger of Janus’ then-parent company, Janus Capital Group Inc., with Henderson Group plc. As of December 31, 2025, JHG had approximately $493 billion in assets under management.

The following chart lists Janus’s principal executive officers and directors and their principal occupations. The address for these individuals is the same as for Janus.


Name		Principal Occupation

Michelle R. Rosenberg		President, General Counsel & Secretary

Steven Saba		Director, Corporate Accounting

Kristin B. Mariani		Chief Compliance Officer

Stephanie Grauerholz		Deputy General Counsel

Karlene Lacy		Global Head of Tax

Peter Falconer		Assistant Secretary

Michael Schweitzer		Head of North America Client Group

Greg Trinks		Head of US Products

Berg Crawford		Chief Accounting Officer

Chris Campbell		Treasurer

Steven Schneider		Assistant Secretary

No Trustee of the Trusts has, or has had, any material interest in, or a material interest in a material transaction with Janus or its affiliates since the beginning of the applicable Portfolio’s most recent fiscal year. No officers or Trustees of the Trusts are officers, employees, directors, general partners or shareholders of Janus.

Janus is the investment adviser for other mutual funds, and/or institutional accounts, that have an investment objective similar to that of the applicable Portfolio(s). The name of each such fund or account, together with information concerning the fund’s assets, and the advisory fee rate paid (as a percentage of average net assets) to Janus for its management services, are set forth below.

Janus Henderson US Concentrated Growth strategy comparable accounts:


Portfolio Name	Comparable Portfolio/Account Name	Assets as of December 31, 2025 (millions)	Fee Rate (% of average daily net assets)
SAST – SA Janus Focused Growth Portfolio	Sub-Advised Account A	$37.81	First $250 million: 0.40%
			Next $500 million: 0.35%
			Next $750 million: 0.30%
			Over $1.5 billion: 0.25%
	Sub-Advised Account B	$265.85	First $2.38 billion: 0.13%
	Sub-Advised Account B	$265.85	Over $2.38 billion: 0.10%
	Sub-Advised Account C	$1,311.52	First $2.38 billion: 0.13%
			Over $2.38 billion: 0.10%
	Sub-Advised Account D	$78.87	First $2.38 billion: 0.13%
			Over $2.38 billion: 0.10%
	Sub-Advised Account E	$660.44	First $2.38 billion: 0.13%
			Over $2.38 billion: 0.10%
	Janus Henderson Forty Fund (Class I Shares)*	$23,926.82	Management Fee: 0.54%
			Total Gross/Net Expenses: 0.64%

*	The fund pays an investment advisory fee rate that adjusts up or down by a variable of up to 0.15% (assuming constant assets) on a monthly basis based upon the fund’s performance relative to its benchmark index during a measurement period.

J.P. Morgan Investment Management, Inc. (JPMorgan) is a Delaware corporation and is an indirect, wholly-owned subsidiary of JPMorgan Chase & Co. JPMorgan is located at 270 Park Avenue, New York, NY 10017. JPMorgan provides investment advisory services to a substantial number of institutional and other investors, including other registered investment advisers. As of December 31, 2025, JPMorgan together with its affiliated companies had approximately $4.1 trillion in assets under management.

The following chart lists JPMorgan’s principal executive officers and directors and their principal occupations. The address of the individuals listed below is 270 Park Avenue, New York, NY 10017.


Name		Principal Occupation
George Crosby White Gatch		Director/Chairman

Paul Anthony Quinsee		Director/Head of Global Equities

Andrew Richard Powell		Director/AM CAO/Head of Global Client Service/Senior Business Manager

John Thomas Donohue		Director/President/CEO/Head of Global Liquidity

Joy Catherine Dowd		Director

Robert Charles Michele		Director/Head of Global Fixed Income, Currency & Commodities

Anton Cyriel Pil		Director/Head of Global Alternatives

Jedediah Isiah M. Laskowitz		Director/Head of Global Private Markets and Asset Management Solutions

John L. Oliva		Chief Compliance Officer

Andrea L. Lisher		Director/Head of Americas, Client

Peter Victor Bonanno		General Counsel, Asset Management

Katherine Gail Manghillis		Secretary

Benjamin A. Hesse		Director, Chief Compliance Officer, Treasurer

No Trustee of the Trusts has, or has had, any material interest in, or a material interest in a material transaction with JPMorgan or its affiliates since the beginning of the applicable Portfolio’s most recent fiscal year. No officers or Trustees of the Trusts are officers, employees, directors, general partners or shareholders of JPMorgan.

JPMorgan is the investment adviser for other mutual funds, and/or institutional accounts, that have an investment objective similar to that of the applicable Portfolio(s). The name of each such fund or account, together with information concerning the fund’s assets, and the advisory fee rate paid (as a percentage of average net assets) to JPMorgan for its management services, are set forth below.


Portfolio Name	Comparable Portfolio/Account Name	Assets as of December 31, 2025 (millions)	Fee Rate (% of average daily net assets)
SAST – SA JPMorgan Diversified Balanced Portfolio		$ 430	40 bps on first $50mm 30 bps on next $100mm 25 on balance
SAST – SA JPMorgan Emerging Markets Portfolio		$ 211	55 bps on first $100mm 50 on balance
SAST – SA JPMorgan Equity-Income Portfolio		$ 831	35 bps on first $50mm 30 bps on next $100mm 25 on next $150mm 20 bps on next $200mm 15 bps on balance

	Client A	$ 628	34 bps*
SAST – SA JPMorgan Large Cap Core Portfolio		$ 557	20 bps on first $500mm 18 bps on next $500mm 17 bps on balance

	Client A	$ 1,788	22 bps on first $500mm 20 bps on next $500mm 19 bps on balance*

	Client B	$ 2,017	20 bps on first $500mm 18 bps on next $500mm 17 bps on balance

	Client C	$ 2,526	20 bps on first $500mm 18 bps on next $500mm 17 bps on balance

	Client C	$ 1,101	20 bps on first $500mm 18 bps on next $500mm 17 bps on next $500mm 15 bps on balance

	Client D	$ 382	20 bps on first $500mm 18 bps on next $500mm 17 bps on balance

	Client E	$ 175	30 bps on first $100mm 20 bps on next $500mm 18 bps on balance

	Client F	$ 405	20 bps on first $500mm 18 bps on next $500mm 17 bps on balance


SAST – SA JPMorgan MFS Core Bond Portfolio		$ 888	11 bps flat
SAST – SA JPMorgan MFS Core Bond Portfolio	Client A	$ 1,216	11 bps flat

	Client B	$ 798	11 bps flat

	Client C	$ 3,735	11 bps flat

	Client D	$ 1,578	11 bps flat

	Client E	$ 1,742	12.2 bps flat*

SAST – SA JPMorgan Mid-Cap Growth Portfolio		$ 663	40 bps on first $500mm 36 bps on balance

	Client A	$ 3,242	40 bps on first $100mm 35 bps next $2.7bn 34 bps over $2.8bn

	Client B	$ 1,040	31 bps flat

SAST – SA JPMorgan Ultra-Short Bond Portfolio		$ 343	9 bps flat

SST – SA Multi-Managed Small Cap Portfolio		$ 45	50 bps on the first $50mm 40 bps on balance

	Client A	$ 207	40 bps flat

*Client receives relationship discount if certain AUM and mandate count thresholds are met.

Massachusetts Financial Services Company (MFS) is America’s oldest mutual fund organization. MFS and its predecessor organizations have a history of money management dating from 1924 and the founding of the first mutual fund, Massachusetts Investors Trust(s). MFS is located at 111 Huntington Avenue, Boston, MA 02199. MFS is a subsidiary of Sun Life of Canada (U.S.) Financial Services Holdings, Inc., which in turn is an indirect majority-owned subsidiary of Sun Life Financial Inc. (a diversified financial services company). Net assets under the management of the MFS organization were approximately $651.4 billion as of December 31, 2025. MFS is a registered trademark of Massachusetts Financial Services Company.

The following chart lists MFS’s principal executive officers and directors and their principal occupations. The address of the individuals listed below is 111 Huntington Avenue Boston, MA 02199.


Name		Principal Occupation
Michael W. Roberge		Director, Chairman of the Board and Chair

Edward M. Maloney		Director, President and Chief Executive Officer

Heidi W. Hardin		Director, Executive Vice President, General Counsel and Secretary

Melissa J. Kennedy		Director

Kevin D. Strain		Director

Thomas P. Murphy		Director

John M. Corcoran		Executive Vice President and Chief Financial Officer

Alison O’Neill		Executive Vice President and Chief Investment Officer

Jey J. Amalraj		Executive Vice President and Chief Technology Officer

Anne Marie Bernard		Executive Vice President and Chief Human Resources Officer

Sean M. Kenney		Executive Vice President and Co-Head of Global Distribution

Aditi Taylor		Executive Vice President and Head of Operations

Carol W. Geremia		Executive Vice President and Senior Advisor - Distribution

Rosa Licea-Mailloux		Chief Compliance Officer

No Trustee of the Trusts has, or has had, any material interest in, or a material interest in a material transaction with MFS or its affiliates since the beginning of the applicable Portfolio’s most recent fiscal year. No officers or Trustees of the Trusts are officers, employees, directors, general partners or shareholders of MFS.

MFS is the investment adviser for other mutual funds, and/or institutional accounts, that have an investment objective similar to that of the applicable Portfolio(s). The name of each such fund or account, together with information concerning the fund’s assets, and the advisory fee rate paid (as a percentage of average net assets) to MFS for its management services, are set forth below.


Portfolio Name	Comparable Portfolio/Account Name	Assets as of December 31, 2025 (millions)	Fee Rate (% of average daily net assets)
SAST – SA MFS Massachusetts Investors Trust Portfolio (SAG)	Massachusetts Investors Trust(s) (MIT) Adviser: MFS Investment Management	$ 6,740.3	33bps

	Confidential Client 1	$ 462.7	27.5 bps first 250M, 25 bps next 250M, 22.5 bps over 500M
SAST – SA MFS Total Return Portfolio (SAB)	MFS Total Return Fund (MTR) Adviser: MFS Investment Management	$ 7,587.9	35 bps first 6.3B, 34 bps next 3.7B, 33 bps over 10B
SAST – SA MFS Total Return Portfolio (SAB)	Confidential Client 2	$ 582.2	35 bps first 200M, 28 bps next 300M, 25 bps next 500M, 22.5 bps over 1B
SAST – SA MFS Large Cap Growth Portfolio (SALG)	MFS Blended Research Growth Equity Fund (BRW) Adviser: MFS Investment Management	$ 521.2	25 bps first 5B, 22.5 bps over 5B
SAST – SA JPMorgan MFS Core Bond Portfolio (SUB)	MFS Total Return Bond Fund (RBF) Adviser: MFS Investment Management	$ 8,339.8	50 bps first 2.5B, 35 bps next 2.5B, 34 bps next 5B, 33 bps over 10B
SST – SA Multi-Managed Mid Cap Value Portfolio (SNM)	MFS Mid Cap Value Fund (MDV) Adviser: MFS Investment Management	$16,599.4	75 bps first 1B, 70 bps next 1.5B, 65 bps next 2.5B, 60 bps next 5B, 55 bps next 10B, 50 bps over 20B

	Confidential Client 3	$ 1,909.3	42.5 bps first 250M, 37.5 bps next 250M, 35 bps next 500M, 32 bps next 500M, 30 bps over 1.5B

Morgan Stanley Investment Management Inc. (MSIM) is a subsidiary of Morgan Stanley and conducts a worldwide portfolio management business providing a broad range of services to customers in the United States and abroad. MSIM is located at 1585 Broadway, New York, NY 10036. As of December 31, 2025, MSIM together with its affiliated asset management companies had approximately $1.89 trillion in assets under management.

The following chart lists MSIM’s principal executive officers and directors and their principal occupations. The address for these individuals is the same as for MSIM.


Name		Principal Occupation
Tatiana Segal		Managing Director & Director

Deidre Downes		Managing Director & Chief Compliance Officer

Lisa Buhain Winslow		Managing Director & Director

Benjamin Huneke		Managing Director & President

Eric Kayne		Chief Operating Officer, Managing Director & Director

Ruairi O’Healai		Managing Director & Director

Rohit Goenka		Chief Financial Officer & Managing Director

Mary Mullin		General Counsel & Managing Director

Benjamin Hammes		Head of Derivatives Advisory Compliance

Scott Steel		Managing Director & Director

No Trustee of the Trusts has, or has had, any material interest in, or a material interest in a material transaction with MSIM or its affiliates since the beginning of the applicable Portfolio’s most recent fiscal year. No officers or Trustees of the Trusts are officers, employees, directors, general partners or shareholders of MSIM.

MSIM is the investment adviser for other mutual funds, and/or institutional accounts, that have an investment objective similar to that of the applicable Portfolio(s). The name of each such fund or account, together with information concerning the fund’s assets, and the advisory fee rate paid (as a percentage of average net assets) to MSIM for its management services, are set forth below.


Portfolio Name	Comparable Portfolio/ Account Name	Assets as of December 31, 2025 (millions)	Fee Rate (% of average daily net assets)
SST – SA Multi-Managed Large Cap Growth Portfolio	MSIF Inc. Advantage Portfolio	$ 169.7	0.65%
SAST – SA Morgan Stanley International Equities Portfolio (840L)	MSIF Inc. International Equity Portfolio	$ 294.1	0.80%

Morgan Stanley Investment Management Limited (MSIML) is an affiliated investment adviser of MSIM and is located at 25 Cabot Square, Canary Wharf, London, E14 4QA, United Kingdom. As of December 31, 2025, MSIM together with its affiliated asset management companies had approximately $1.89 trillion in assets under management.

The following chart lists MSIML’s principal executive officers and directors and their principal occupations. The address for these individuals is the same as for MSIML.


Name		Principal Occupation
Ruairi O’Healai		Managing Director, Chief Executive & Director

Edward Heron		Chief Legal Officer

Benjamin Juergens		Chief Compliance Officer

Yiwen Goh		Managing Director & Director

Zoe Parish		Managing Director & Director

Parminder Fells		Managing Director & Director

No Trustee of the Trusts has, or has had, any material interest in, or a material interest in a material transaction with MSIML or its affiliates since the beginning of the applicable Portfolio’s most recent fiscal year. No officers or Trustees of the Trusts are officers, employees, directors, general partners or shareholders of MSIML.

MSIML is the investment adviser for other mutual funds, and/or institutional accounts, that have an investment objective similar to that of the applicable Portfolio(s). The name of each such fund or account, together with information concerning the fund’s assets, and the advisory fee rate paid (as a percentage of average net assets) to MSIML for its management services, are set forth below.


Portfolio Name	Comparable Portfolio/Account Name	Assets as of December 31, 2025 (millions)	Fee Rate (% of average daily net assets)
SST – SA Multi-Managed Large Cap Growth Portfolio	MSIF Inc. Advantage Portfolio	$ 169.7	0.65%
SAST – SA Morgan Stanley International Equities Portfolio (840L)	MSIF Inc. International Equity Portfolio	$ 294.1	0.80%

Pacific Investment Management Company LLC (PIMCO) provides investment management and advisory services to private accounts of institutional and individual clients and to mutual funds. PIMCO manages $2.26 trillion in assets, including $1.84 trillion in third-party client assets as of December 31, 2025. Assets include $81.0 billion in real estate, as measured by net asset value (which excludes uncalled capital) as of 30 September 2025 (gross asset value equivalent of $93.5 billion), managed by Prime Real Estate, an affiliate and wholly-owned subsidiary of PIMCO and PIMCO Europe GmbH, that includes PIMCO Prime Real Estate GmbH, PIMCO Prime Real Estate LLC and their subsidiaries and affiliates. PIMCO Prime Real Estate LLC investment professionals provide investment management and other services as dual personnel through Pacific Investment Management Company LLC. PIMCO Prime Real Estate GmbH operates separately from PIMCO.

The following chart lists PIMCO’s principal executive officers and directors, their addresses and their principal occupations.


Name and Address		Principal Occupation
Adam Gubner (Newport Beach, CA)		Managing Director, Portfolio Management

Alec Kersman (Singapore)		Managing Director, Business Management

Alfred Murata (Newport Beach, CA)		Managing Director, Portfolio Management

Andrew Balls (London, UK)		Managing Director, Portfolio Management

Ashish Tiwari (Newport Beach, CA)		Managing Director, Product Management

Ben Ensminger-Law (New York, NY)		Managing Director, Portfolio Management

Ben Ferguson (Tokyo, JPN)		Managing Director, Account Management

Brett Condron (New York, NY)		Managing Director, Account Management

Bryan Tsu (Newport Beach, CA)		Managing Director, Portfolio Management

Caleb Pitters (New York, NY)		Managing Director, Account Management

Candice Stack (Newport Beach, CA)		Managing Director, Account Management

Cathleen Stahl (Newport Beach, CA)		Managing Director, Business Management

Chris Dialynas (Newport Beach, CA)		Managing Director, Portfolio Management

Christian Stracke (London, UK)		Managing Director, Analysts


Craig Dawson (Newport Beach, CA)		Group Chief Operating Officer and Managing Director, Business Management

Dan Hyman (Newport Beach, CA)		Managing Director, Portfolio Management

Dan Ivascyn (Newport Beach, CA)		Group Chief Investment Officer and Managing Director, Portfolio Management

David Braun (New York, NY)		Managing Director, Portfolio Management

David Forgash (Newport Beach, CA)		Managing Director, Portfolio Management

David Hammer (Newport Beach, CA)		Managing Director, Portfolio Management

Dirk Manelski (New York, NY)		Chief Technology Officer and Managing Director, Business Management

Emmanuel Roman (New York, NY)		Chief Executive Officer and Managing Director, Business Management

Eric Sutherland (New York, NY)		Managing Director, Account Management

Erin Browne (Newport Beach, CA)		Managing Director, Portfolio Management

Esteban Burbano (New York, NY)		Managing Director, Product Management

Frank Witt (Munich, DEU)		Managing Director, Account Management

Giorgio Cocini (London, UK)		Managing Director, Account Management

Greg Sharenow (Newport Beach, CA)		Managing Director, Portfolio Management

Gregory Hall (New York, NY)		Managing Director, Account Management

Harin de Silva (New York, NY)		Managing Director, Portfolio Management

Jamie Weinstein (Newport Beach, CA)		Managing Director, Portfolio Management

Jamil Baz (Dubai, UAE)		Managing Director, Analysts

Jason Mandinach (Newport Beach, CA)		Managing Director, Product Management

Jason Steiner (Newport Beach, CA)		Managing Director, Portfolio Management

Jerome Schneider (Newport Beach, CA)		Managing Director, Portfolio Management

Jing Yang (Newport Beach, CA)		Managing Director, Portfolio Management

John Devir (Newport Beach, CA)		Managing Director, Analysts

John Kirkowski (Newport Beach, CA)		Chief Financial Officer and Managing Director, Business Management

John Murray (Newport Beach, CA)		Managing Director, Portfolio Management

John Studzinski (New York, NY)		Vice Chairman and Managing Director, Business Management

Jon Horne (Newport Beach, CA)		Managing Director, Portfolio Management

Josh Anderson (Newport Beach, CA)		Managing Director, Portfolio Management

Josh Davis (Newport Beach, CA)		Managing Director, Analysts

Julie Meggers (Newport Beach, CA)		Managing Director, Business Management

Kimberley Stafford (Newport Beach, CA)		Managing Director, Product Management

Kirill Zavodov (London, UK)		Managing Director, Portfolio Management


Kristofer Kraus (London, UK)		Managing Director, Portfolio Management

Libby Cantrill (New York, NY)		Managing Director, Business Management

Lorenzo Pagani (Milan, ITA)		Managing Director, Portfolio Management

Mangala Ananthanarayanan (Singapore)		Managing Director, Business Management

Marc Seidner (Newport Beach, CA)		Managing Director, Portfolio Management

Marcellus Fisher (Newport Beach, CA)		Managing Director, Business Management

Marco van Akkeren (Newport Beach, CA)		Managing Director, Portfolio Management

Masoud Sharif (Newport Beach, CA)		Managing Director, Analysts

Mathieu Clavel (London, UK)		Managing Director, Portfolio Management

Michael Chandra (Newport Beach, CA)		Managing Director, Account Management

Mike Cudzil (Newport Beach, CA)		Managing Director, Portfolio Management

Mohit Mittal (Newport Beach, CA)		Managing Director, Portfolio Management

Nadia Zakir (Newport Beach, CA)		Global Head of Compliance, Chief Compliance Officer, and Managing Director, Business Management

Nick Granger (London, UK)		Managing Director, Portfolio Management

Nick Mosich (Newport Beach, CA)		Managing Director, Business Management

Patrick Feigley (Austin, TX)		Managing Director, Account Management

Peter Strelow (Newport Beach, CA)		Co-Chief Operating Officer and Managing Director, Business Management

Philippe Bodereau (London, UK)		Managing Director, Analysts

Pramol Dhawan (New York, NY)		Managing Director, Portfolio Management

Qi Wang (Newport Beach, CA)		Managing Director, Portfolio Management

Rachit Jain (London, UK)		Managing Director, Portfolio Management

Rene Martel (Newport Beach, CA)		Managing Director, Product Management

Rich Clarida (New York, NY)		Managing Director, Portfolio Management

Richard Colasuonno (New York, NY)		Managing Director, Account Management

Rick Chan (Newport Beach, CA)		Managing Director, Portfolio Management

Rick LeBrun (Newport Beach, CA)		Managing Director, Business Management

Robert English (London, UK)		Managing Director, Account Management

Robert Mead (Sydney, AUS)		Managing Director, Portfolio Management

Robert Young (Newport Beach, CA)		Managing Director, Account Management

Robin Shanahan (Newport Beach, CA)		Co-Chief Operating Officer and Managing Director, Business Management

Russell Gannaway (New York, NY)		Managing Director, Portfolio Management

Ryan Blute (London, UK)		Managing Director, Account Management


Sachin Gupta (Newport Beach, CA)		Managing Director, Portfolio Management

Sam Watkins (Sydney, AUS)		Managing Director, Account Management

Sharad Bansal (Newport Beach, CA)		Managing Director, Portfolio Management

Sonali Pier (Newport Beach, CA)		Managing Director, Portfolio Management

Stephen Chang (Hong Kong, CHN)		Managing Director, Portfolio Management

Steve Rodosky (Newport Beach, CA)		Managing Director, Portfolio Management

Sung-Hee Suh (Newport Beach, CA)		Managing Director, Business Management

Tiffany Wilding (Newport Beach, CA)		Managing Director, Portfolio Management

Tomoya Masanao (Tokyo, JPN)		Managing Director, Portfolio Management

Yacov Arnopolin (New York, NY)		Managing Director, Portfolio Management

No Trustee of the Trusts has, or has had, any material interest in, or a material interest in a material transaction with PIMCO or its affiliates since the beginning of the applicable Portfolio’s most recent fiscal year. No officers or Trustees of the Trusts are officers, employees, directors, general partners or shareholders of PIMCO.

PIMCO is the investment adviser for other mutual funds, and/or institutional accounts, that have an investment objective similar to that of the applicable Portfolio(s). The name of a representative mutual fund, together with information concerning the fund’s assets, and the advisory fee rate paid* (as a percentage of average net assets) to PIMCO for its management services, are set forth below.


Portfolio Name	Comparable Portfolio/Account Name	Assets as of December 31, 2025 (millions)	Fee Rate (% of average daily net assets)
SAST – SA PIMCO RAE International Value Portfolio	PIMCO RAE International Fund	$ 516	0.50%
SAST – SA PIMCO Global Bond Opportunities Portfolio	PIMCO Global Bond Opportunities Fund (U.S. Dollar-Hedged)	$ 1,811	0.55%

*Represented by the net expense ratio of the PIMCO RAE International Fund and the adjusted expense ratio of the PIMCO Global Bond Opportunities Fund (U.S. Dollar-Hedged). The Adjusted Expense Ratio excludes certain investment expenses, such as interest expense from borrowings and repurchase agreements and dividend expense from investments on short sales, incurred directly by the Fund or indirectly through the Fund’s investments in underlying PIMCO Funds (if applicable), none of which are paid to PIMCO.

PineBridge Investments LLC (PineBridge) is a Delaware limited liability company located at Park Avenue Tower, 65 East 55th Street, New York, NY 10022. PineBridge is a wholly-owned, indirect subsidiary of MetLife, Inc. (“MetLife”) and is part of MetLife Investment Management, the institutional asset management business of MetLife. As of December 31, 2025, PineBridge Investments LLC, including its affiliates, managed approximately $741.7 billion in total assets.

The following chart lists Pinebridge’s principal executive officers and directors and their principal occupations. The address for these individuals is the same as for PineBridge.


Name		Principal Occupation

Brian D. Funk		President

Michael J. Karpik, CFA		Director, Chief Operating Officer

Tracie Ahern		Director, Chief Financial Officer

No Trustee of the Trusts has, or has had, any material interest in, or a material interest in a material transaction with PineBridge or its affiliates since the beginning of the applicable Portfolio’s most recent fiscal year. No officers or Trustees of the Trust(s) are officers, employees, directors, general partners or shareholders of PineBridge.

PineBridge is the investment adviser for other mutual funds, and/or institutional accounts, that have an investment objective similar to that of the applicable Portfolio(s). The name of each such fund or account, together with information concerning the fund’s assets, and the advisory fee rate paid (as a percentage of average net assets) to PineBridge for its management services, are set forth below.


Portfolio Name	Comparable Portfolio/Account Name	Assets as of December 31, 2025 (millions)	Fee Rate (% of average daily net assets)
SST – Multi-Managed Diversified Fixed Income Portfolio – Active Sleeve	VALIC I – Core Bond (PineBridge sleeve)	$ 1,045	0.18%
SAST – SA Pinebridge High-Yield Bond Portfolio	Institutional Account A	$ 473.4	0.33%
	SubAdvised Account A	$ 240.6	0.32%
	SubAdvised Account B	$ 148.1	0.30%
	PineBridge HY CIT	$ 859.3	0.27%

Putnam Investment Management, LLC (Putnam) is a Delaware limited liability company with principal offices at 100 Federal Street, Boston, MA 02110. Putnam is a wholly owned subsidiary of Putnam U.S. Holdings I, LLC (“Putnam Holdings”). Putnam Holdings is owned through a series of wholly-owned subsidiaries by Franklin Resources, Inc. (referred to as Franklin Templeton). As of December 31, 2025, Putnam Holdings had approximately $126,263.5 million in assets under management.

The following chart lists Putnam’s principal executive officers and directors and their principal occupations. The address for these individuals is the same as for Putnam.


Name		Principal Occupation
Shepherd R. Perkins		President

Lindsey H. Oshita		Chief Financial Officer

Thomas C. Merchant		Chief Legal Officer

James F. Clark		Chief Compliance Officer, Code of Ethics Officer and Assistant Secretary

Sonal Desai		Executive Vice President

Thomas A. Meyers		Executive Vice President

Adam J. Petryk		Executive Vice President

Bjorn A. Davis		Deputy Chief Compliance Officer

Leeor Avigdor		Treasurer

No Trustee of the Trusts has, or has had, any material interest in, or a material interest in a material transaction with Putnam or its affiliates since the beginning of the applicable Portfolio’s most recent fiscal year. No officers or Trustees of the Trusts are officers, employees, directors, general partners or shareholders of Putnam.

Putnam provides investment advisory or sub-advisory services, as applicable, to other mutual funds and/or institutional accounts. None of these other mutual funds and/or institutional accounts have investment strategies or objectives similar to that of the Portfolio(s).

Research Affiliates, LLC (Research Affiliates) is an affiliated investment adviser of PIMCO and is located at 660 Newport Center Drive, Suite 300, Newport Beach, California 92660. As of December 31, 2025, Research Affiliates and its affiliates had approximately $181.5 billion in assets under management.

The following chart lists Research Affiliates’ principal executive officers and directors and their principal occupations. The address for these individuals is the same as for Research Affiliates.


Name		Principal Occupation
Rob Arnott		Chairman

Katrina Sherrerd		Chief Executive Officer, Vice Chairman

Que Nguyen		Chief Investment Officer – Equity Strategies

Jim Masturzo		Chief Investment Officer

Jeff Wilson		Chief Distribution Officer

Reena Lalji		Chief Operating Officer

Chris Ariza		Chief Technology Officer

Ari Polychronopoulos		Head of Product Management and ESG

Campbell Harvey		Director of Research

No Trustee of the Trusts has, or has had, any material interest in, or a material interest in a material transaction with Research Affiliates or its affiliates since the beginning of the applicable Portfolio’s most recent fiscal year. No officers or Trustees of the Trusts are officers, employees, directors, general partners or shareholders of Research Affiliates.

PIMCO is the investment adviser for other mutual funds, and/or institutional accounts, that have an investment objective similar to that of the applicable Portfolio(s). The name of a representative mutual fund, together with information concerning the fund’s assets, and the advisory fee rate paid (as a percentage of average net assets) to PIMCO for its management services, are set forth below.


Portfolio Name	Comparable Portfolio/Account Name	Assets as of December 31, 2025 (millions)	Fee Rate (% of average daily net assets)
SAST – SA PIMCO RAE International Value Portfolio	PIMCO RAE International Fund	$ 516	0.50%

Schroder Investment Management North America Inc. (SIMNA) is located at 7 Bryant Park, New York, NY 10018. SIMNA, through its predecessors, has been an investment manager since 1962, and serves as investment adviser to mutual funds and a broad range of institutional investors. Schroders plc, SIMNA’s ultimate parent, is a global asset management company with approximately $1,107.9 billion under management as of December 31, 2025. In managing the SA Schroders VCP Global Allocation Portfolio and a sleeve of the SA Multi-Managed International Equity Portfolio, SIMNA has delegated certain investment management responsibilities to Schroder Investment Management North America Ltd, an affiliate of SIMNA, pursuant to a sub-subadvisory agreement.

The following chart lists SIMNA’s principal executive officers and directors and their principal occupations. The address for these individuals is the same as for SIMNA.


Name		Principal Occupation

Thomas Darnowski		Director & Chairman & CEO

Madiha Maqsood		Director & Financial Controller

Lisa Hornby		Director

Scott McKay		Director

Ryan Chelf		General Counsel, Americas

Shanak Patnaik		Chief Compliance Officer

No Trustee of the Trusts has, or has had, any material interest in, or a material interest in a material transaction with SIMNA or its affiliates since the beginning of the applicable Portfolio’s most recent fiscal year. No officers or Trustees of the Trusts are officers, employees, directors, general partners or shareholders of SIMNA.

SIMNA is the investment adviser for other mutual funds, and/or institutional accounts, that have an investment objective similar to that of the applicable Portfolio(s). The name of each such fund or account, together with information concerning the fund’s assets, and the advisory fee rate paid (as a percentage of average net assets) to SIMNA for its management services, are set forth below.


Portfolio Name	Comparable Portfolio/Account Name	Assets as of December 31, 2025 (millions)		Fee Rate (% of average daily net assets)
SST – SA Multi-Managed Small Cap Portfolio	Similar Mandate	$	172	45bps on first $500m 40bps on next $500m 35bps over $1b
SST – SA Multi-Managed International Equity Portfolio	Similar Mandate	$	201	40bps on the first $100m 35bps on the next $300m 30bps thereafter
SAST – SA Schroders VCP Global Allocation Portfolio	Similar Mandate	$	587	0.355% of the first $250 million of the average daily net assets, 0.325% of the next $500 million of such assets, 0.295% of the next $500 million of such assets, 0.280% of the next $500 million of such assets, and 0.250% of such assets greater than $1.75 billion

Schroder Investment Management North America Limited (SIMNAL) is an affiliated investment adviser of SIMNA and is located at 1 London Wall Place, London, United Kingdom EC2Y 5AU. As of December 31, 2025, MSIM together with its affiliated asset management companies had approximately $80.714 billion in assets under management.

The following chart lists SIMNAL’s principal executive officers and directors and their principal occupations. The address for these individuals is the same as for SIMNAL.


Name		Principal Occupation

Andrew Moscow		Director

Raj Dhami		Chief Compliance Officer

Chris Sandum		Chief Risk Officer

Chris Taylor		Director

Louise Freeman		Head of Corporate Reporting

No Trustee of the Trusts has, or has had, any material interest in, or a material interest in a material transaction with SIMNAL or its affiliates since the beginning of the applicable Portfolio’s most recent fiscal year. No officers or Trustees of the Trusts are officers, employees, directors, general partners or shareholders of SIMNAL.

SIMNAL is the investment adviser for other mutual funds, and/or institutional accounts, that have an investment objective similar to that of the applicable Portfolio(s). The name of each such fund or account, together with information concerning the fund’s assets, and the advisory fee rate paid (as a percentage of average net assets) to SIMNAL for its management services, are set forth below.


Portfolio Name	Comparable Portfolio/Account Name	Assets as of December 31, 2025 (millions)		Fee Rate (% of average daily net assets)
SST – SA Multi-Managed International Equity Portfolio	Similar Mandate	$	201	40bps on the first $100m 35bps on the next $300m 30bps thereafter
SAST – SA Schroders VCP Global Allocation Portfolio	Similar Mandate	$	587	0.355% of the first $250 million of the average daily net assets, 0.325% of the next $500 million of such assets, 0.295% of the next $500 million of such assets, 0.280% of the next $500 million of such assets, and 0.250% of such assets greater than $1.75 billion

T. Rowe Price Associates, Inc. (T. Rowe Price) is located at 1307 Point Street, Baltimore, MD 21231. T. Rowe Price provides investment management services to individual and institutional investors, and sponsors and serves as adviser and sub-adviser to registered investment companies, institutional separate accounts, and common trust funds. As of December 31, 2025, T. Rowe Price and its affiliates had approximately $1.8 trillion in assets under management and provided investment management services for more than 5,394 individual and institutional investor accounts.

The following chart lists T. Rowe Price’s principal executive officers and directors and their principal occupations. The address for these individuals is the same as for T. Rowe Price.


Name		Principal Occupation

Jennifer B. Dardis		Director

Savonne L. Ferguson		Chief Compliance Officer

David Oestreicher		Director and Secretary

Robert W. Sharps		Director, Chair of the Board and President

Eric L. Veiel		Director

No Trustee of the Trusts has, or has had, any material interest in, or a material interest in a material transaction with T. Rowe Price or its affiliates since the beginning of the applicable Portfolio’s most recent fiscal year. No officers or Trustees of the Trusts are officers, employees, directors, general partners or shareholders of T. Rowe Price.

T. Rowe Price is the investment adviser for other mutual funds, and/or institutional accounts, that have an investment objective similar to that of the applicable Portfolio(s). The name of each such fund or account,

together with information concerning the fund’s assets, and the advisory fee rate paid (as a percentage of average net assets) to T. Rowe Price for its management services, are set forth below.


Portfolio Name	Comparable Portfolio/Account Name	Assets as of December 31, 2025 (millions)		Fee Rate (% of average daily net assets)
SST – SA Multi-Managed Mid Cap Growth Portfolio	Lincoln Variable Insurance Products Trust LVIP T. Rowe Price Structured Mid-Cap Growth Fund LVIP Blended Mid Cap Managed Volatility Fund	$	1,387.2	0.375% 0.375%
SST – SA Multi-Managed Mid Cap Growth Portfolio	Voya Partners, Inc. Voya T. Rowe Price Diversified Mid Cap Growth Portfolio	$	922.3	0.424%
SST – SA Multi-Managed Mid Cap Growth Portfolio	T. Rowe Price Funds, Inc. T. Rowe Price Diversified Mid-Cap Growth Fund	$	4,427.7	.35% individual fee .28% group fee .63% management fee* Based on March 1, 2025 Prospectus
SST – SA Multi-Managed Mid Cap Value Portfolio	John Hancock Variable Insurance Trust Mid Value Trust	$	586.4	0.364%
SST – SA Multi-Managed Mid Cap Value Portfolio	John Hancock Funds II Mid Value Fund	$	1,302.0	0.364%
SST – SA Multi-Managed Mid Cap Value Portfolio	T. Rowe Price Funds, Inc. T. Rowe Price Mid Cap Value Fund	$	14,800.3	.35% individual fee .28% group fee .63% management fee* Based on March 1, 2025 Prospectus
SST – SA Multi-Managed International Equity Portfolio	Fidelity Rutland Square Trust II Strategic Advisers^® International Portfolio	$	1,249.3	0.304%
SST – SA Multi-Managed International Equity Portfolio	T. Rowe Price Funds, Inc. T. Rowe Price Overseas Stock Fund	$	24,874.4	.35% individual fee .28% group fee .63% management fee* Based on January 1, 2026 Prospectus

* The fees indicated are advisory fees and not subadvisory fees for the Portfolio. The total reflects only the Portfolio’s investment management fees and does not include shareholder service, custodial, accounting, legal and audit fees; costs of preparing prospectuses and shareholder reports, registration fees and expenses, proxy and annual meeting expenses or director/trustee fees and expenses. For the T. Rowe Overseas Stock Fund, T. Rowe Price is paid a management fee consisting of two elements. The group fee, which is designed to reflect the benefits of shared resources of the T. Rowe Price investment management complex, is calculated daily based on the combined net assets of all T. Rowe Price funds (except the T. Rowe Price Spectrum Funds, and any institutional, index, or private label mutual funds). Each fund also pays a flat individual fund fee based on its net assets.

T. Rowe Price Australia Limited (T. Rowe Price Australia) is an affiliated investment adviser of T. Rowe Price and is located at Level 28, Governor Phillip Tower, 1 Farrer Place, Sydney NSW 2000, Australia. As of December 31, 2025, T. Rowe Price and its affiliates had approximately $1.8 trillion in assets under management.

The following chart lists T. Rowe Price Australia’s principal executive officers and directors and their principal occupations. The address for these individuals is the same as for T. Rowe Price Australia.


Name		Principal Occupation
Darren R. Hall		Chair of the Board and Director

Riki Chao		Chief Compliance Officer

Nicholas Beecroft		Director

Timothy Chamberlain		Director

Elsie Oi Sze Chan		Director

No Trustee of the Trusts has, or has had, any material interest in, or a material interest in a material transaction with T. Rowe Price Australia or its affiliates since the beginning of the applicable Portfolio’s most recent fiscal year. No officers or Trustees of the Trusts are officers, employees, directors, general partners or shareholders of T. Rowe Price Australia.

T. Rowe Price Australia provides investment advisory or sub-advisory services, as applicable, to other mutual funds and/or institutional accounts. None of these other mutual funds and/or institutional accounts have investment strategies or objectives similar to that of the Portfolio(s).

T. Rowe Price International Ltd. (T. Rowe Price International) is an affiliated investment adviser of T. Rowe Price and is located at 60 Queen Victoria Street, London, United Kingdom. As of December 31, 2025, T. Rowe Price and its affiliates had approximately $1.8 trillion in assets under management.

The following chart lists T. Rowe Price International’s principal executive officers and directors and their principal occupations. The address for these individuals is the same as for T. Rowe Price International.


Name		Principal Occupation
Scott Eric Keller		Chief Executive Officer, President, Chair of the Board, and Director

Emma Beal		Assistant Secretary and Director

Louise Johnson		Secretary

David Oestreicher		Chief Legal Officer

Arif Husain		Director

Denise Thomas		Director

No Trustee of the Trusts has, or has had, any material interest in, or a material interest in a material transaction with T. Rowe Price International or its affiliates since the beginning of the applicable Portfolio’s most recent fiscal year. No officers or Trustees of the Trusts are officers, employees, directors, general partners or shareholders of T. Rowe Price International.

T. Rowe Price International is the investment adviser for other mutual funds, and/or institutional accounts, that have an investment objective similar to that of the applicable Portfolio(s). The name of each such fund or account, together with information concerning the fund’s assets, and the advisory fee rate paid (as a percentage of average net assets) to T. Rowe Price International for its management services, are set forth below.


Portfolio Name	Comparable Portfolio/Account Name	Assets as of December 31, 2025 (millions)		Fee Rate (% of average daily net assets)
SST – SA Multi-Managed International Equity Portfolio	Fidelity Rutland Square Trust II Strategic Advisers^® International Portfolio	$	1,249.3	.60% on the first $50 million; .55% on the next $50 million; Reset to .50% on all assets once assets exceed $100 million; Reset to .40% on all assets once assets exceed $200 million; Reset to .375% on all assets once assets exceed $500 million; .35% on assets above $500 million; Reset to .35% on all assets once assets exceed $1 billion; Reset to .325% on all assets once assets exceed $1.5 billion .27% on assets above $$2 billion
SST – SA Multi-Managed International Equity Portfolio	T. Rowe Price Funds, Inc. T. Rowe Price Overseas Stock Fund	$	24,874.4	.35% individual fee .28% group fee .63% management fee*** Based on January 1, 2026 Prospectus

T. Rowe Price Investment Management, Inc. (T. Rowe Price Investment Management) is an affiliated investment adviser of T. Rowe Price and is located at 1307 Point Street, Baltimore, MD 21231. As of December 31, 2025, T. Rowe Price and its affiliates had approximately $1.8 trillion in assets under management.

The following chart lists T. Rowe Price Investment Management’s principal executive officers and directors and their principal occupations. The address for these individuals is the same as for T. Rowe Price Investment Management.


Name		Principal Occupation
Robert W. Sharps		Chair of the Board and Director

Jennifer B. Dardis		Treasurer and Director

Savonne L. Ferguson		Chief Compliance Officer

David Oestreicher		Secretary and Director

Stephon Jackson		President and Director

No Trustee of the Trusts has, or has had, any material interest in, or a material interest in a material transaction with T. Rowe Price Investment Management or its affiliates since the beginning of the applicable Portfolio’s most recent fiscal year. No officers or Trustees of the Trusts are officers, employees, directors, general partners or shareholders of T. Rowe Price Investment Management.

T. Rowe Price Investment Management provides investment advisory or sub-advisory services, as applicable, to other mutual funds and/or institutional accounts. None of these other mutual funds and/or institutional accounts have investment strategies or objectives similar to that of the Portfolio(s).

Wellington Management Company, LLP (Wellington) is a Delaware limited liability partnership with principal offices at 280 Congress Street, Boston, Massachusetts 02210. Wellington Management is a professional investment counseling firm which provides investment services to investment companies, employee benefit plans, endowments, foundations, and other institutions. Wellington Management and its predecessor organizations have provided investment advisory services for over 80 years. Wellington Management is owned by the partners of Wellington Management Group LLP, a Massachusetts limited liability partnership. As of December 31, 2025, Wellington Management and its investment advisory affiliates had investment management authority with respect to approximately $1.333 trillion in assets.

The following chart lists Wellington’s principal executive officers and directors and their principal occupations. The address for these individuals is the same as for Wellington.


Name		Principal Occupation
Jean M. Hynes		Chief Executive Officer, Wellington Management Company LLP

Stephen Klar		President, Wellington Management Company LLP

Erin K. Murphy		Senior Managing Director and Chief Financial Officer, Wellington Management Company LLP

Ihsan K Speede		Managing Director and Americas Chief Compliance Officer, Wellington Management Company LLP

No Trustee of the Trusts has, or has had, any material interest in, or a material interest in a material transaction with Wellington or its affiliates since the beginning of the applicable Portfolio’s most recent fiscal year. No officers or Trustees of the Trusts are officers, employees, directors, general partners or shareholders of Wellington.

Wellington is the investment adviser for other mutual funds, and/or institutional accounts, that have an investment objective similar to that of the applicable Portfolio. The name of each such fund or account, together with information concerning the fund’s assets, and the advisory fee rate paid (as a percentage of average net assets) to Wellington for its management services, are set forth below.

Portfolio Name

Comparable
Portfolio/Account
Name

Assets as of
December
31, 2025
(millions)

Fee Rate (% of average daily net

assets)

SST – SA Multi-Managed Mid Cap Growth Portfolio

Fund A

$1,856*

0.425% on the first $200 million;

0.40% on the next $300 million;

0.375% on the next $2,700 million;

0.350 on the next $500 million;

0.325 on the next $500 million;

0.305% on the next $4,200 million

* Two funds aggregated together.

Factors Considered by the Board With Respect to Approval of the New Agreements and Renewal of the Prior Agreements

Disclosure of the factors considered by the Board with respect to the approval of the New Agreements (as well as the Advisory Agreements and the Prior Agreements) is set out in Appendix A and will be included in each Trust’s next Annual Financial Statements and Other Information filed on Form N-CSR.

Ownership of Shares

Shares of the Trusts are owned through the separate accounts of certain life insurance companies, through SA VCP Dynamic Allocation Portfolio (“SDAP”) and SA VCP Dynamic Strategy Portfolio (“SDSP”) of SAST, through the Seasons Managed Allocation Portfolios of SST and through the Allocation Portfolios of SAST for which SunAmerica serves as investment adviser and that are managed as “funds of funds.” As of January 30, 2026, the ownership of the Portfolios’ shares is as follows:


Portfolio	AGL		Allocation Portfolios		Nassau		SA Global Index Allocation		SA Index Allocation		SA VCP Index Allocation Portfolio		SA VCP Dynamic Allocation Portfolio		SA VCP Dynamic Strategy Portfolio		Seasons Managed Allocation Portfolios		USL		VALIC
SAST – SA AB Growth Portfolio (Class 1)		51.48%		5.49%		0.33%		0.00%		0.00%		0.00%		28.14%		12.48%		0.00%		2.08%		0.00%
SAST – SA AB Growth Portfolio (Class 2)		100.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%
SAST – SA AB Growth Portfolio (Class 3)		92.81%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		6.30%		0.89%
SAST – SA AB Small & Mid Cap Value Portfolio (Class 1)		1.37%		8.29%		0.00%		0.00%		0.00%		0.00%		13.84%		76.51%		0.00%		0.00%		0.00%
SAST – SA AB Small & Mid Cap Value Portfolio (Class 2)		100.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%
SAST – SA AB Small & Mid Cap Value Portfolio (Class 3)		93.84%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		5.64%		0.52%
SAST – SA BlackRock Multi-Factor 70/30 Portfolio (Class 1)		100.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%
SAST – SA BlackRock Multi-Factor 70/30 Portfolio (Class 3)		91.41%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		7.06%		1.53%
SAST – SA Emerging Markets Equity Index Portfolio (Class 1)		0.13%		12.25%		0.00%		37.11%		0.00%		0.00%		30.35%		20.16%		0.00%		0.00%		0.00%
SAST – SA Emerging Markets Equity Index Portfolio (Class 3)		91.28%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		8.06%		0.66%
SAST – SA Federated Hermes Corporate Bond Portfolio (Class 1)		13.17%		14.60%		0.00%		0.00%		0.00%		0.00%		52.17%		19.78%		0.00%		0.28%		0.00%
SAST – SA Federated Hermes Corporate Bond Portfolio (Class 2)		100.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%


Portfolio	AGL		Allocation Portfolios		Nassau		SA Global Index Allocation		SA Index Allocation		SA VCP Index Allocation Portfolio		SA VCP Dynamic Allocation Portfolio		SA VCP Dynamic Strategy Portfolio		Seasons Managed Allocation Portfolios		USL		VALIC
SAST – SA Federated Hermes Corporate Bond Portfolio (Class 3)		93.55%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		5.88%		0.57%
SAST – SA Fidelity Institutional AM^® Global Equities Portfolio (Class 1)		14.49%		3.94%		0.00%		0.00%		0.00%		0.00%		54.56%		26.67%		0.00%		0.35%		0.00%
SAST – SA Fidelity Institutional AM^® Global Equities Portfolio (Class 2)		100.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%
SAST – SA Fidelity Institutional AM^® Global Equities Portfolio (Class 3)		91.46%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		8.01%		0.52%
SAST – SA Fidelity Institutional AM^® International Growth Portfolio (Class 1)		0.15%		20.25%		0.00%		0.00%		0.00%		0.00%		53.40%		26.20%		0.00%		0.00%		0.00%
SAST – SA Fidelity Institutional AM^® International Growth Portfolio (Class 3)		85.40%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		13.83%		0.77%
SAST – SA Fidelity Institutional AM^® Real Estate Portfolio (Class 1)		14.52%		18.13%		0.00%		0.00%		0.00%		0.00%		43.91%		22.90%		0.00%		0.55%		0.00%
SAST – SA Fidelity Institutional AM^® Real Estate Portfolio (Class 2)		100.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%
SAST – SA Fidelity Institutional AM^® Real Estate Portfolio (Class 3)		93.72%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		5.95%		0.33%
SAST – SA Fixed Income Index Portfolio (Class 1)		0.01%		12.77%		0.00%		11.06%		35.41%		14.05%		19.12%		7.58%		0.00%		0.00%		0.00%
SAST – SA Fixed Income Index Portfolio (Class 3)		86.21%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		9.65%		4.14%
SAST – SA Fixed Income Intermediate Index Portfolio (Class 1)		0.01%		4.49%		0.00%		11.42%		37.24%		14.73%		23.48%		8.63%		0.00%		0.00%		0.00%
SAST – SA Fixed Income Intermediate Index Portfolio (Class 3)		82.45%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		14.74%		2.81%


Portfolio	AGL		Allocation Portfolios		Nassau		SA Global Index Allocation		SA Index Allocation		SA VCP Index Allocation Portfolio		SA VCP Dynamic Allocation Portfolio		SA VCP Dynamic Strategy Portfolio		Seasons Managed Allocation Portfolios		USL		VALIC
SAST – SA Franklin BW U.S. Large Cap Value Portfolio (Class 1)		43.08%		6.38%		0.00%		0.00%		0.00%		0.00%		28.65%		20.39%		0.00%		1.49%		0.00%
SAST – SA Franklin BW U.S. Large Cap Value Portfolio (Class 2)		100.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%
SAST – SA Franklin BW U.S. Large Cap Value Portfolio (Class 3)		94.82%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		4.91%		0.27%
SAST – SA Franklin Small Company Value Portfolio (Class 1)		2.80%		3.59%		0.00%		0.00%		0.00%		0.00%		67.90%		25.71%		0.00%		0.00%		0.00%
SAST – SA Franklin Small Company Value Portfolio (Class 3)		92.40%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		7.13%		0.48%
SAST – SA Franklin Systematic U.S. Large Cap Core Portfolio (Class 1)		0.05%		8.61%		0.00%		0.00%		0.00%		0.00%		55.54%		35.80%		0.00%		0.00%		0.00%
SAST – SA Franklin Systematic U.S. Large Cap Core Portfolio (Class 3)		95.43%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		4.52%		0.05%
SAST – SA Franklin Systematic U.S. Large Cap Value Portfolio (Class 1)		7.86%		11.77%		0.00%		0.00%		0.00%		0.00%		44.12%		35.84%		0.00%		0.41%		0.00%
SAST – SA Franklin Systematic U.S. Large Cap Value Portfolio (Class 2)		100.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%
SAST – SA Franklin Systematic U.S. Large Cap Value Portfolio (Class 3)		92.57%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		5.66%		1.77%
SAST – SA Franklin Tactical Opportunities Portfolio (Class 1)		100.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%
SAST – SA Franklin Tactical Opportunities Portfolio (Class 3)		89.89%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		9.50%		0.61%
SAST – SA Goldman Sachs Government and Quality Bond Portfolio (Class 1)		7.80%		12.14%		0.10%		0.00%		0.00%		0.00%		60.31%		19.47%		0.00%		0.19%		0.00%


Portfolio	AGL		Allocation Portfolios		Nassau		SA Global Index Allocation		SA Index Allocation		SA VCP Index Allocation Portfolio		SA VCP Dynamic Allocation Portfolio		SA VCP Dynamic Strategy Portfolio		Seasons Managed Allocation Portfolios		USL		VALIC
SAST – SA Goldman Sachs Government and Quality Bond Portfolio (Class 2)		100.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%
SAST – SA Goldman Sachs Government and Quality Bond Portfolio (Class 3)		93.51%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		5.72%		0.77%
SAST – SA Goldman Sachs Multi-Asset Insights Portfolio (Class 1)		100.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%
SAST – SA Goldman Sachs Multi-Asset Insights Portfolio (Class 3)		73.40%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		18.39%		8.21%
SAST – SA International Index Portfolio (Class 1)		0.09%		5.56%		0.00%		24.07%		43.43%		6.12%		12.19%		8.55%		0.00%		0.00%		0.00%
SAST – SA International Index Portfolio (Class 3)		89.94%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		9.19%		0.87%
SAST – SA Invesco Growth Opportunities Portfolio (Class 1)		6.15%		5.37%		0.00%		0.00%		0.00%		0.00%		72.26%		16.11%		0.00%		0.10%		0.00%
SAST – SA Invesco Growth Opportunities Portfolio (Class 2)		100.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%
SAST – SA Invesco Growth Opportunities Portfolio (Class 3)		92.77%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		6.68%		0.55%
SAST – SA Janus Focused Growth Portfolio (Class 1)		6.28%		7.90%		0.00%		0.00%		0.00%		0.00%		53.72%		31.62%		0.00%		0.48%		0.00%
SAST – SA Janus Focused Growth Portfolio (Class 2)		100.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%
SAST – SA Janus Focused Growth Portfolio (Class 3)		92.46%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		6.82%		0.72%
SAST – SA JPMorgan Diversified Balanced Portfolio (Class 1)		97.25%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		2.75%		0.00%
SAST – SA JPMorgan Diversified Balanced Portfolio (Class 2)		100.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%


Portfolio	AGL		Allocation Portfolios		Nassau		SA Global Index Allocation		SA Index Allocation		SA VCP Index Allocation Portfolio		SA VCP Dynamic Allocation Portfolio		SA VCP Dynamic Strategy Portfolio		Seasons Managed Allocation Portfolios		USL		VALIC
SAST – SA JPMorgan Diversified Balanced Portfolio (Class 3)		91.72%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		7.36%		0.92%
SAST – SA JPMorgan Emerging Markets Portfolio (Class 1)		26.78%		20.10%		0.00%		0.00%		0.00%		0.00%		36.97%		14.67%		0.00%		1.48%		0.00%
SAST – SA JPMorgan Emerging Markets Portfolio (Class 2)		100.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%
SAST – SA JPMorgan Emerging Markets Portfolio (Class 3)		93.05%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		6.53%		0.42%
SAST – SA JPMorgan Equity-Income Portfolio (Class 1)		27.64%		8.30%		0.00%		0.00%		0.00%		0.00%		36.10%		26.83%		0.00%		1.12%		0.00%
SAST – SA JPMorgan Equity-Income Portfolio (Class 2)		100.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%
SAST – SA JPMorgan Equity-Income Portfolio (Class 3)		93.42%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		6.13%		0.44%
SAST – SA JPMorgan Large Cap Core Portfolio (Class 1)		8.19%		7.73%		0.00%		0.00%		0.00%		0.00%		40.53%		43.20%		0.00%		0.36%		0.00%
SAST – SA JPMorgan Large Cap Core Portfolio (Class 2)		100.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%
SAST – SA JPMorgan Large Cap Core Portfolio (Class 3)		89.11%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		10.03%		0.86%
SAST – SA JPMorgan MFS Core Bond Portfolio (Class 1)		4.65%		15.28%		0.00%		0.00%		0.00%		0.00%		59.96%		20.06%		0.00%		0.05%		0.00%
SAST – SA JPMorgan MFS Core Bond Portfolio (Class 2)		100.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%
SAST – SA JPMorgan MFS Core Bond Portfolio (Class 3)		93.32%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		5.96%		0.72%
SAST – SA JPMorgan Mid-Cap Growth Portfolio (Class 1)		34.77%		5.88%		0.00%		0.00%		0.00%		0.00%		39.77%		18.04%		0.00%		1.54%		0.00%


Portfolio	AGL		Allocation Portfolios		Nassau		SA Global Index Allocation		SA Index Allocation		SA VCP Index Allocation Portfolio		SA VCP Dynamic Allocation Portfolio		SA VCP Dynamic Strategy Portfolio		Seasons Managed Allocation Portfolios		USL		VALIC
SAST – SA JPMorgan Mid-Cap Growth Portfolio (Class 2)		100.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%
SAST – SA JPMorgan Mid-Cap Growth Portfolio (Class 3)		92.75%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		6.55%		0.70%
SAST – SA JPMorgan Ultra-Short Bond Portfolio (Class 1)		28.63%		9.15%		0.00%		0.00%		0.00%		0.00%		47.03%		14.66%		0.00%		0.53%		0.00%
SAST – SA JPMorgan Ultra-Short Bond Portfolio (Class 2)		100.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%
SAST – SA JPMorgan Ultra-Short Bond Portfolio (Class 3)		88.41%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		10.68%		0.92%
SAST – SA Large Cap Growth Index Portfolio (Class 1)		0.09%		10.57%		0.00%		0.00%		0.00%		0.00%		60.67%		28.67%		0.00%		0.00%		0.00%
SAST – SA Large Cap Growth Index Portfolio (Class 3)		89.20%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		9.39%		1.41%
SAST SA Large Cap Index Portfolio Class 1		0.75%		3.17%		0.00%		6.43%		40.12%		6.78%		26.98%		15.78%		0.00%		0.00%		0.00%
SAST SA Large Cap Index Portfolio Class 3		89.14%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		8.79%		2.07%
SAST – SA Large Cap Value Index Portfolio (Class 1)		0.07%		10.96%		0.00%		0.00%		0.00%		0.00%		51.05%		37.92%		0.00%		0.00%		0.00%
SAST – SA Large Cap Value Index Portfolio (Class 3)		89.83%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		9.14%		1.02%
SAST – SA MFS Large Cap Growth Portfolio (Class 1)		4.02%		10.22%		0.00%		0.00%		0.00%		0.00%		57.89%		25.77%		1.91%		0.20%		0.00%
SAST – SA MFS Large Cap Growth Portfolio (Class 2)		11.20%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		88.80%		0.00%		0.00%
SAST – SA MFS Large Cap Growth Portfolio (Class 3)		83.69%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		8.90%		6.49%		0.92%
SAST – SA MFS Massachusetts Investors Trust Portfolio (Class 1)		15.61%		6.07%		0.00%		0.00%		0.00%		0.00%		40.83%		36.59%		0.00%		0.90%		0.00%
SAST – SA MFS Massachusetts Investors Trust Portfolio (Class 2)		100.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%
SAST – SA MFS Massachusetts Investors Trust Portfolio (Class 3)		95.20%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		4.38%		0.42%


Portfolio	AGL		Allocation Portfolios		Nassau		SA Global Index Allocation		SA Index Allocation		SA VCP Index Allocation Portfolio		SA VCP Dynamic Allocation Portfolio		SA VCP Dynamic Strategy Portfolio		Seasons Managed Allocation Portfolios		USL		VALIC
SAST – SA MFS Total Return Portfolio (Class 1)		97.33%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		2.67%		0.00%
SAST – SA MFS Total Return Portfolio (Class 2)		100.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%
SAST – SA MFS Total Return Portfolio (Class 3)		95.36%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		4.36%		0.28%
SAST – SA Mid Cap Index Portfolio (Class 1)		0.10%		3.30%		0.00%		11.27%		54.17%		8.74%		13.54%		8.89%		0.00%		0.00%		0.00%
SAST – SA Mid Cap Index Portfolio (Class 3)		90.29%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		8.37%		1.34%
SAST – SA Morgan Stanley International Equities Portfolio (Class 1)		9.91%		17.95%		0.00%		0.00%		0.00%		0.00%		52.16%		19.49%		0.00%		0.48%		0.00%
SAST – SA Morgan Stanley International Equities Portfolio (Class 2)		100.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%
SAST – SA Morgan Stanley International Equities Portfolio (Class 3)		93.42%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		5.90%		0.68%
SAST – SA PIMCO Global Bond Opportunities Portfolio (Class 1)		28.09%		8.13%		0.00%		0.00%		0.00%		0.00%		39.11%		24.09%		0.00%		0.59%		0.00%
SAST – SA PIMCO Global Bond Opportunities Portfolio (Class 2)		100.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%
SAST – SA PIMCO Global Bond Opportunities Portfolio (Class 3)		90.42%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		8.63%		0.95%
SAST – SA PIMCO RAE International Value Portfolio (Class 1)		0.14%		19.40%		0.00%		0.00%		0.00%		0.00%		38.63%		41.83%		0.00%		0.00%		0.00%
SAST – SA PIMCO RAE International Value Portfolio (Class 2)		100.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%
SAST – SA PIMCO RAE International Value Portfolio (Class 3)		95.42%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		4.43%		0.15%


Portfolio	AGL		Allocation Portfolios		Nassau		SA Global Index Allocation		SA Index Allocation		SA VCP Index Allocation Portfolio		SA VCP Dynamic Allocation Portfolio		SA VCP Dynamic Strategy Portfolio		Seasons Managed Allocation Portfolios		USL		VALIC
SAST – SA PineBridge High-Yield Bond Portfolio (Class 1)		23.70%		23.50%		0.00%		0.00%		0.00%		0.00%		34.91%		17.08%		0.00%		0.82%		0.00%
SAST – SA PineBridge High-Yield Bond Portfolio (Class 2)		100.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%
SAST – SA PineBridge High-Yield Bond Portfolio (Class 3)		92.77%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		6.03%		1.20%
SAST – SA Putnam International Value Portfolio (Class 1)		15.38%		16.59%		0.00%		0.00%		0.00%		0.00%		31.29%		35.75%		0.00%		1.00%		0.00%
SAST – SA Putnam International Value Portfolio (Class 2)		100.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%
SAST – SA Putnam International Value Portfolio (Class 3)		93.82%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		6.04%		0.13%
SAST – SA Schroders VCP Global Allocation Portfolio (Class 1)		100.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%
SAST – SA Schroders VCP Global Allocation Portfolio (Class 3)		85.21%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		11.11%		3.67%
SAST – SA Small Cap Index Portfolio (Class 1)		0.12%		3.61%		0.00%		11.61%		48.06%		9.42%		18.64%		8.54%		0.00%		0.00%		0.00%
SAST – SA Small Cap Index Portfolio (Class 3)		90.69%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		8.25%		1.06%
SAST – SA T. Rowe Price Allocation Moderately Aggressive Portfolio (Class 1)		100.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%
SAST – SA T. Rowe Price Allocation Moderately Aggressive Portfolio (Class 3)		91.90%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		7.51%		0.59%
SAST – SA T. Rowe Price VCP Balanced Portfolio (Class 1)		100.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%
SAST – SA T. Rowe Price VCP Balanced Portfolio (Class 3)		87.56%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		9.38%		3.06%


Portfolio	AGL		Allocation Portfolios		Nassau		SA Global Index Allocation		SA Index Allocation		SA VCP Index Allocation Portfolio		SA VCP Dynamic Allocation Portfolio		SA VCP Dynamic Strategy Portfolio		Seasons Managed Allocation Portfolios		USL		VALIC
SAST – SA VCP Dynamic Allocation Portfolio (Class 1)		100.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%
SAST – SA VCP Dynamic Allocation Portfolio (Class 3)		89.39%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		9.09%		1.52%
SAST – SA VCP Dynamic Strategy Portfolio (Class 1)		100.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%
SAST – SA VCP Dynamic Strategy Portfolio (Class 3)		87.88%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		10.40%		1.73%
SAST – SA VCP Index Allocation Portfolio (Class 1)		100.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%
SAST – SA VCP Index Allocation Portfolio (Class 3)		79.82%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		13.45%		6.73%
SAST – SA Wellington Capital Appreciation Portfolio (Class 1)		66.43%		4.07%		0.80%		0.00%		0.00%		0.00%		20.62%		6.30%		0.00%		1.78%		0.00%
SAST – SA Wellington Capital Appreciation Portfolio (Class 2)		100.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%
SAST – SA Wellington Capital Appreciation Portfolio (Class 3)		94.08%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		5.28%		0.64%
SAST – SA Wellington Strategic Multi-Asset Portfolio (Class 1)		87.64%		0.00%		10.79%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		1.57%		0.00%
SAST – SA Wellington Strategic Multi-Asset Portfolio (Class 3)		90.65%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		8.10%		1.25%
SST Balanced Growth Strategy (Class 1)		100.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%
SST Balanced Growth Strategy (Class 2)		100.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%
SST Balanced Growth Strategy (Class 3)		98.89%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		1.11%		0.00%
SST Conservative Growth Strategy (Class 1)		100.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%
SST Conservative Growth Strategy (Class 2)		100.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%


Portfolio	AGL		Allocation Portfolios		Nassau		SA Global Index Allocation		SA Index Allocation		SA VCP Index Allocation Portfolio		SA VCP Dynamic Allocation Portfolio		SA VCP Dynamic Strategy Portfolio		Seasons Managed Allocation Portfolios		USL		VALIC
SST Conservative Growth Strategy (Class 3)		97.52%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		2.48%		0.00%
SST Growth Strategy (Class 1)		100.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%
SST Growth Strategy (Class 2)		100.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%
SST Growth Strategy (Class 3)		96.84%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		3.16%		0.00%
SST Moderate Growth Strategy (Class 1)		100.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%
SST Moderate Growth Strategy (Class 2)		100.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%
SST Moderate Growth Strategy (Class 3)		98.31%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		1.69%		0.00%
SST SA Allocation Aggressive Portfolio (Class 1)		4.40%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		95.60%		0.00%		0.00%
SST SA Allocation Aggressive Portfolio (Class 3)		87.73%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		3.02%		7.66%		1.59%
SST SA Allocation Balanced Portfolio (Class 1)		0.22%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		99.78%		0.00%		0.00%
SST SA Allocation Balanced Portfolio (Class 3)		86.50%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		3.68%		8.51%		1.31%
SST SA Allocation Moderate Portfolio (Class 1)		0.73%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		99.27%		0.00%		0.00%
SST SA Allocation Moderate Portfolio (Class 3)		85.64%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		4.51%		7.49%		2.36%
SST SA Allocation Moderately Aggressive Portfolio (Class 1)		0.97%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		99.03%		0.00%		0.00%
SST SA Allocation Moderately Aggressive Portfolio (Class 3)		86.64%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		4.54%		7.58%		1.23%
SST SA American Century Inflation Managed Portfolio (Class 1)		0.05%		13.94%		0.00%		0.00%		0.00%		0.00%		63.74%		22.27%		0.00%		0.00%		0.00%
SST SA American Century Inflation Managed Portfolio (Class 3)		91.97%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		6.37%		1.66%
SST SA Columbia Focused Value Portfolio (Class 1)		0.00%		10.05%		0.00%		0.00%		0.00%		0.00%		53.49%		36.46%		0.00%		0.00%		0.00%
SST SA Columbia Focused Value Portfolio (Class 2)		100.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%


Portfolio	AGL		Allocation Portfolios		Nassau		SA Global Index Allocation		SA Index Allocation		SA VCP Index Allocation Portfolio		SA VCP Dynamic Allocation Portfolio		SA VCP Dynamic Strategy Portfolio		Seasons Managed Allocation Portfolios		USL		VALIC
SST SA Columbia Focused Value Portfolio (Class 3)		95.91%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		4.09%		0.00%
SST SA Franklin Allocation Moderately Aggressive Portfolio (Class 1)		5.19%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		94.81%		0.00%		0.00%
SST SA Franklin Allocation Moderately Aggressive Portfolio (Class 2)		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		100.00%		0.00%		0.00%
SST SA Franklin Allocation Moderately Aggressive Portfolio (Class 3)		73.96%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		16.89%		7.61%		1.54%
SST SA Multi-Managed Diversified Fixed Income Portfolio (Class 1)		0.18%		18.36%		0.00%		0.00%		0.00%		0.00%		63.49%		17.97%		0.00%		0.00%		0.00%
SST SA Multi-Managed Diversified Fixed Income Portfolio (Class 2)		100.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%
SST SA Multi-Managed Diversified Fixed Income Portfolio (Class 3)		95.76%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		4.24%		0.00%
SST SA Multi-Managed International Equity Portfolio (Class 1)		0.26%		27.59%		0.00%		0.00%		0.00%		0.00%		49.54%		22.61%		0.00%		0.00%		0.00%
SST SA Multi-Managed International Equity Portfolio (Class 2)		100.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%
SST SA Multi-Managed International Equity Portfolio (Class 3)		94.69%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		5.31%		0.00%
SST – SA Multi-Managed Large Cap Growth Portfolio (Class 1)		2.15%		8.73%		0.00%		0.00%		0.00%		0.00%		60.91%		28.20%		0.00%		0.00%		0.00%
SST – SA Multi-Managed Large Cap Growth Portfolio (Class 2)		100.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%
SST – SA Multi-Managed Large Cap Growth Portfolio (Class 3)		98.53%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		1.47%		0.00%
SST – SA Multi-Managed Large Cap Value Portfolio (Class 1)		1.05%		10.12%		0.00%		0.00%		0.00%		0.00%		51.96%		36.87%		0.00%		0.00%		0.00%


Portfolio	AGL		Allocation Portfolios		Nassau		SA Global Index Allocation		SA Index Allocation		SA VCP Index Allocation Portfolio		SA VCP Dynamic Allocation Portfolio		SA VCP Dynamic Strategy Portfolio		Seasons Managed Allocation Portfolios		USL		VALIC
SST – SA Multi-Managed Large Cap Value Portfolio (Class 2)		100.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%
SST – SA Multi-Managed Large Cap Value Portfolio (Class 3)		97.50%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		2.50%		0.00%
SST – SA Multi-Managed Mid Cap Growth Portfolio (Class 1)		1.60%		9.13%		0.00%		0.00%		0.00%		0.00%		51.10%		38.17%		0.00%		0.00%		0.00%
SST – SA Multi-Managed Mid Cap Growth Portfolio (Class 2)		100.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%
SST – SA Multi-Managed Mid Cap Growth Portfolio (Class 3)		95.84%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		4.16%		0.00%
SST – SA Multi-Managed Mid Cap Value Portfolio (Class 1)		1.38%		7.62%		0.00%		0.00%		0.00%		0.00%		67.86%		23.14%		0.00%		0.00%		0.00%
SST – SA Multi-Managed Mid Cap Value Portfolio (Class 2)		100.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%
SST – SA Multi-Managed Mid Cap Value Portfolio (Class 3)		97.38%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		2.62%		0.00%
SST – SA Multi-Managed Small Cap Portfolio (Class 1)		1.07%		10.15%		0.00%		0.00%		0.00%		0.00%		42.74%		46.03%		0.00%		0.00%		0.00%
SST – SA Multi-Managed Small Cap Portfolio (Class 2)		100.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%
SST – SA Multi-Managed Small Cap Portfolio (Class 3)		96.13%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		3.87%		0.00%

American General Life Insurance Company’s (“AGL”) address is 2727-A Allen Parkway, Houston, Texas 77019. Nassau Life Insurance Company’s (“Nassau”) address is 1 American Row, P.O. Box 5056, Hartford, Connecticut 06102-5056. The United States Life Insurance Company in the City of New York’s (“USL”) address is 1133 Avenue of the Americas, 33rd Floor, New York, New York 10036. The Variable Annuity Life Insurance Company’s (“VALIC”) address is 2919 Allen Parkway, Houston, Texas 77019. SDAP and SDSP are each a series of SAST and their address is 5300 Memorial Drive, Suite 1150, Houston, Texas 77007. The Seasons Managed Allocation Portfolios, each a series of SST, consist of SA Allocation Balanced Portfolio, SA Allocation Growth Portfolio, SA Allocation Moderate Growth Portfolio and SA Allocation Moderate Portfolio and their address is 5300 Memorial Drive, Suite 1150, Houston, Texas 77007. The Allocation Portfolios, each a series of SAST, consist of SA Global Index Allocation 60/40 Portfolio, SA Global Index Allocation 75/25 Portfolio, SA Global Index Allocation 90/10 Portfolio, SA Index Allocation 60/40 Portfolio, SA Index Allocation 80/20 Portfolio, SA Index Allocation 90/10 Portfolio and SA VCP Index Allocation Portfolio and their address is 5300 Memorial Drive, Suite 1150, Houston, Texas 77007.

Shareholders that own of record or beneficially more than 25% of a Portfolio’s outstanding shares may be considered a controlling person. As of January 30, 2026, to the knowledge of the Trusts, no other person beneficially or of record owned 5% or more of any class of a Portfolio’s outstanding shares.

As of January 30, 2026, the Trustees and officers of the Trusts as a group owned an aggregate of less than 1% of the shares of each Portfolio.

Brokerage Commissions

With respect to the Portfolios of SAST with a January 31 fiscal year end, the table below sets forth the aggregate brokerage commissions paid to affiliated broker-dealers and the amount paid to such affiliated broker-dealers as a percentage of aggregate brokerage commissions for such Portfolios’ fiscal year ended January 31, 2026.


Portfolio	Aggregate Brokerage Commissions		Amount Paid to Affiliated Broker- Dealers		Percentage of Commissions Paid to Affiliated Broker- Dealers	Percentage of Amount of Transactions Involving Payment of Commissions Through Affiliated Broker- Dealers
SAST – SA AB Growth Portfolio	$	115,693	$	-	-%	-%
SAST – SA AB Small & Mid Cap Value Portfolio	$	271,719	$	-	-%	-%
SAST – SA BlackRock Multi-Factor 70/30 Portfolio	$	13,752	$	-	-%	-%
SAST – SA Emerging Markets Equity Index Portfolio	$	12,271	$	-	-%	-%
SAST – SA Federated Hermes Corporate Bond Portfolio	$	-	$	-	-%	-%
SAST – SA Fidelity Institutional AM^® Global Equities Portfolio	$	182,307	$	358	0.20%	0.08%
SAST – SA Fidelity Institutional AM^® International Growth Portfolio	$	354,798	$	2,148	0.61%	7.60%
SAST – SA Fidelity Institutional AM^® Real Estate Portfolio	$	56,512	$	8,533	15.10%	17.78%
SAST – SA Fixed Income Index Portfolio	$	4,638	$	-	-%	-%
SAST – SA Fixed Income Intermediate Index Portfolio	$	5,003	$	-	-%	-%
SAST – SA Franklin BW U.S. Large Cap Value Portfolio	$	346,602	$	-	-%	-%
SAST – SA Franklin Small Company Value Portfolio	$	206,359	$	-	-%	-%
SAST – SA Franklin Systematic U.S. Large Cap Core Portfolio	$	113,230	$	-	-%	-%
SAST – SA Franklin Systematic U.S. Large Cap Value Portfolio	$	266,805	$	-	-%	-%
SAST – SA Franklin Tactical Opportunities Portfolio	$	23,727	$	-	-%	-%
SAST – SA Goldman Sachs Multi-Asset Insights Portfolio	$	10,085	$	-	-%	-%
SAST – SA International Index Portfolio	$	74,095	$	-	-%	-%


Portfolio	Aggregate Brokerage Commissions		Amount Paid to Affiliated Broker- Dealers		Percentage of Commissions Paid to Affiliated Broker- Dealers	Percentage of Amount of Transactions Involving Payment of Commissions Through Affiliated Broker- Dealers
SAST – SA Invesco Growth Opportunities Portfolio	$	290,081	$	-	-%	-%
SAST – SA Janus Focused Growth Portfolio	$	67,489	$	-	-%	-%
SAST – SA JPMorgan Diversified Balanced Portfolio	$	74,446	$	-	-%	-%
SAST – SA JPMorgan Emerging Markets Portfolio	$	163,047	$	-	-%	-%
SAST – SA JPMorgan Equity-Income Portfolio	$	86,115	$	-	-%	-%
SAST – SA JPMorgan Large Cap Core Portfolio	$	55,085	$	-	-%	-%
SAST – SA JPMorgan MFS Core Bond Portfolio	$	-	$	-	-%	-%
SAST – SA JPMorgan Mid-Cap Growth Portfolio	$	156,256	$	-	-%	-%
SAST – SA JPMorgan Ultra-Short Bond Portfolio	$	-	$	-	-%	-%
SAST – SA Large Cap Growth Index Portfolio	$	15,458	$	-	-%	-%
SAST – SA Large Cap Index Portfolio	$	39,424	$	-	-%	-%
SAST – SA Large Cap Value Index Portfolio	$	18,001	$	-	-%	-%
SAST – SA MFS Large Cap Growth Portfolio	$	61,320	$	-	-%	-%
SAST – SA MFS Massachusetts Investors Trust Portfolio	$	57,184	$	-	-%	-%
SAST – SA MFS Total Return Portfolio	$	31,265	$	-	-%	-%
SAST – SA Mid Cap Index Portfolio	$	28,403	$	-	-%	-%
SAST – SA Morgan Stanley International Equities Portfolio	$	99,264	$	-	-%	-%
SAST – SA PIMCO Global Bond Opportunities Portfolio	$	-	$	-	-%	-%
SAST – SA PIMCO RAE International Value Portfolio	$	58,251	$	-	-%	-%
SAST – SA PineBridge High-Yield Bond Portfolio	$	-	$	-	-%	-%
SAST – SA Putnam International Value Portfolio	$	158,681	$	-	-%	-%
SAST – SA Schroders VCP Global Allocation Portfolio	$	35,245	$	-	-%	-%
SAST – SA Small Cap Index Portfolio	$	69,197	$	-	-%	-%
SAST – SA T. Rowe Price Allocation Moderately Aggressive Portfolio	$	111,233	$	-	-%	-%
SAST – SA T. Rowe Price VCP Balanced Portfolio	$	209,445	$	-	-%	-%
SAST – SA VCP Dynamic Allocation Portfolio	$	-	$	-	-%	-%
SAST – SA VCP Dynamic Strategy Portfolio	$	-	$	-	-%	-%
SAST – SA VCP Index Allocation Portfolio	$	-	$	-	-%	-%

With respect to the Portfolios of SAST with a fiscal year end of December 31, the table below sets forth the aggregate brokerage commissions paid to affiliated broker-dealers and the amount paid to such affiliated broker-dealers as a percentage of aggregate brokerage commissions for such Portfolios’ fiscal year ended December 31, 2025.


Portfolio	Aggregate Brokerage Commissions		Amount Paid to Affiliated Broker- Dealers		Percentage of Commissions Paid to Affiliated Broker- Dealers		Percentage of Amount of Transactions Involving Payment of Commissions Through Affiliated Broker- Dealers
SAST – SA Goldman Sachs Government and Quality Bond Portfolio	$	-	$	-		-%		-%
SAST – SA Wellington Capital Appreciation Portfolio	$	550,246	$	-		-%		-%
SAST – SA Wellington Strategic Multi-Asset Portfolio	$	44,034	$	-		-%		-%

With respect to the Portfolios of SST, the table below sets forth the aggregate brokerage commissions paid to affiliated broker-dealers and the amount paid to such affiliated broker-dealers as a percentage of aggregate brokerage commissions for such Portfolios’ fiscal year ended March 31, 2025.


Portfolio	Aggregate Brokerage Commissions		Amount Paid to Affiliated Broker- Dealers		Percentage of Commissions Paid to Affiliated Broker- Dealers		Percentage of Amount of Transactions Involving Payment of Commissions Through Affiliated Broker- Dealers
SST – SA American Century Inflation Managed Portfolio	$	10,481	$	-		-%		-%
SST – SA Columbia Focused Value Portfolio	$	107,569	$	-		-%		-%
SST – SA Franklin Allocation Moderately Aggressive Portfolio	$	104,883	$	-		-%		-%
SST – SA Multi-Managed Diversified Fixed Income Portfolio	$	30,114	$	-		-%		-%
SST – SA Multi-Managed International Equity Portfolio	$	52,186	$	-		-%		-%
SST – SA Multi-Managed Large Cap Growth Portfolio	$	57,495	$	271		-%		-%
SST – SA Multi-Managed Large Cap Value Portfolio	$	75,088	$	-		-%		-%
SST – SA Multi-Managed Mid Cap Growth Portfolio	$	43,993	$	-		-%		-%
SST – SA Multi-Managed Mid Cap Value Portfolio	$	48,021	$	-		-%		-%
SST – SA Multi-Managed Small Cap Portfolio	$	142,624	$	-		-%		-%

Other Service Providers

VALIC Retirement Services Company (“VRSCO”) is a wholly-owned subsidiary of VALIC. AGL is located at 2727-A Allen Parkway, Houston, TX 77019, USL is located at 1133 Avenue of the Americas 33rd Floor, New York, New York, 10036, and VALIC and VRSCO are located at 2919 Allen Parkway, 8th Floor, Houston, TX 77019. Directed Services, LLC (“DSL”) distributes each Portfolio’s shares and incurs the expenses of distributing the Portfolios’ shares under a Distribution Agreement with respect to the Portfolios, none of which are reimbursed by or paid for by the Portfolios. DSL is located at 1475 Dunwoody Drive, Suite 200, West Chester, PA 19380.

With respect to the Portfolios of SAST with a January 31 fiscal year end, the table below sets forth the aggregate amount of account maintenance and service fees paid to AGL, USL and VALIC and the amount of transfer agency services fees paid to VRSCO for such Portfolios’ fiscal year ended January 31, 2026.


Portfolio	Aggregate Amount of Account Maintenance and Service Fees Paid to AGL, USL and VALIC		Amount of Transfer Agency Services Fees Paid to VRSCO
SAST – SA AB Growth Portfolio	$	1,843,454	$	9,621
SAST – SA AB Small & Mid Cap Value Portfolio	$	948,844	$	4,989
SAST – SA BlackRock Multi-Factor 70/30 Portfolio	$	290,990	$	1,782
SAST – SA Emerging Markets Equity Index Portfolio	$	55,375	$	4,989
SAST – SA Federated Hermes Corporate Bond Portfolio	$	2,679,592	$	6,414
SAST – SA Fidelity Institutional AM^® Global Equities Portfolio	$	154,836	$	5,022
SAST – SA Fidelity Institutional AM^® International Growth Portfolio	$	48,548	$	3,920
SAST – SA Fidelity Institutional AM^® Real Estate Portfolio	$	337,527	$	5,345
SAST – SA Fixed Income Index Portfolio	$	234,608	$	6,414
SAST – SA Fixed Income Intermediate Index Portfolio	$	137,227	$	6,414
SAST – SA Franklin BW U.S. Large Cap Value Portfolio	$	1,112,428	$	7,483
SAST – SA Franklin Small Company Value Portfolio	$	447,790	$	4,633
SAST – SA Franklin Systematic U.S. Large Cap Core Portfolio	$	61,157	$	7,483
SAST – SA Franklin Systematic U.S. Large Cap Value Portfolio	$	567,876	$	6,058
SAST – SA Franklin Tactical Opportunities Portfolio	$	262,180	$	2,138
SAST – SA Goldman Sachs Multi-Asset Insights Portfolio	$	126,992	$	2,138
SAST – SA International Index Portfolio	$	94,628	$	6,414
SAST – SA Invesco Growth Opportunities Portfolio	$	363,683	$	6,058
SAST – SA Janus Focused Growth Portfolio	$	492,395	$	6,058
SAST – SA JPMorgan Diversified Balanced Portfolio	$	751,395	$	5,701
SAST – SA JPMorgan Emerging Markets Portfolio	$	308,601	$	5,701
SAST – SA JPMorgan Equity-Income Portfolio	$	895,185	$	6,771
SAST – SA JPMorgan Large Cap Core Portfolio	$	327,830	$	6,414
SAST – SA JPMorgan MFS Core Bond Portfolio	$	2,084,247	$	6,414
SAST – SA JPMorgan Mid-Cap Growth Portfolio	$	1,082,610	$	7,839
SAST – SA JPMorgan Ultra-Short Bond Portfolio	$	570,658	$	9,265
SAST – SA Large Cap Growth Index Portfolio	$	200,597	$	3,920
SAST – SA Large Cap Index Portfolio	$	333,865	$	7,127
SAST – SA Large Cap Value Index Portfolio	$	188,861	$	3,920
SAST – SA MFS Large Cap Growth Portfolio	$	650,880	$	12,207
SAST – SA MFS Massachusetts Investors Trust Portfolio	$	743,316	$	6,414
SAST – SA MFS Total Return Portfolio	$	900,737	$	5,345
SAST – SA Mid Cap Index Portfolio	$	222,570	$	6,414
SAST – SA Morgan Stanley International Equities Portfolio	$	291,342	$	6,770
SAST – SA PIMCO Global Bond Opportunities Portfolio	$	575,360	$	6,770
SAST – SA PIMCO RAE International Value Portfolio	$	818,816	$	4,989
SAST – SA PineBridge High-Yield Bond Portfolio	$	314,249	$	6,770
SAST – SA Putnam International Value Portfolio	$	272,851	$	7,127
SAST – SA Schroders VCP Global Allocation Portfolio	$	1,045,599	$	1,425
SAST – SA Small Cap Index Portfolio	$	198,003	$	6,414
SAST – SA T. Rowe Price Allocation Moderately Aggressive Portfolio	$	1,937,175	$	1,782


SAST – SA T. Rowe Price VCP Balanced Portfolio	$	3,464,150	$	1,782
SAST – SA VCP Dynamic Allocation Portfolio	$	21,971,101	$	2,746
SAST – SA VCP Dynamic Strategy Portfolio	$	12,189,357	$	2,494
SAST – SA VCP Index Allocation Portfolio	$	1,381,738	$	1,782

With respect to the Portfolios of SAST with a fiscal year end of December 31, the table below sets forth the aggregate amount of account maintenance and service fees paid to AGL, USL and VALIC and the amount of transfer agency services fees paid to VRSCO for such Portfolios’ fiscal year ended December 31, 2025.


Portfolio	Aggregate Amount of Account Maintenance and Service Fees Paid to AGL, USL and VALIC		Amount of Transfer Agency Services Fees Paid to VRSCO
SAST – SA Goldman Sachs Government and Quality Bond Portfolio	$	1,298,562	$	7,065
SAST – SA Wellington Capital Appreciation Portfolio	$	3,936,175	$	7,103
SAST – SA Wellington Strategic Multi-Asset Portfolio	$	390,990	$	2,273

With respect to the Portfolios of SST, the table below sets forth the aggregate amount of account maintenance and service fees paid to AGL, USL and VALIC and the amount of transfer agency services fees paid to VRSCO for such Portfolios’ fiscal year ended March 31, 2025.


Portfolio	Aggregate Amount of Shareholder Service Fees Paid to AGL, USL and VALIC		Amount of Transfer Agency Services Fees Paid to VRSCO
SST – SA American Century Inflation Managed Portfolio	$	894,886	$	2,411
SST – SA Columbia Focused Value Portfolio	$	36,100	$	1,658
SST – SA Franklin Allocation Moderately Aggressive Portfolio	$	458,660	$	3,165
SST – SA Multi-Managed Diversified Fixed Income Portfolio	$	34,219	$	1,934
SST – SA Multi-Managed International Equity Portfolio	$	42,325	$	2,110
SST – SA Multi-Managed Large Cap Growth Portfolio	$	85,084	$	1,808
SST – SA Multi-Managed Large Cap Value Portfolio	$	53,548	$	1,658
SST – SA Multi-Managed Mid Cap Growth Portfolio	$	61,659	$	2,261
SST – SA Multi-Managed Mid Cap Value Portfolio	$	54,738	$	2,261
SST – SA Multi-Managed Small Cap Portfolio	$	38,826	$	1,658

Shareholder Reports

Copies of the most recent Annual and Semi-Annual Shareholder Reports and reports on Form N-CSR of the Portfolios are available without charge online at online at venerable.onlineprospectus.net/funds/sast_sst and may be obtained by writing to the Trusts at P.O. Box 15570, Amarillo, Texas 79105-5570, Attn: Annuity Service Center or by calling (800) 445-7862.

Appendix A

Factors Considered by the Board of Trustees With Respect to Approval of the New Agreements

The Board, including the Independent Trustees, met on August 25, 2025 and September 18, 2025 (together, the “Board Meeting”) to evaluate, among other matters, the anticipated acquisition (the “Transaction”) of SunAmerica Asset Management, LLC (“SunAmerica” or the “Adviser”) by Venerable Holdings, Inc. (“Venerable”), as well as the services expected to be provided by SunAmerica after it becomes owned by Venerable, and to determine whether to approve new Investment Advisory and Management Agreements (the “New Advisory Agreements”) and Subadvisory and Sub-Subadvisory Agreements (the “New Subadvisory Agreements” and, collectively with the New Advisory Agreements, the “New Agreements”) for the Trusts, on behalf of their respective series (each, a “Portfolio” and collectively, the “Portfolios”), and to recommend approval of the New Advisory Agreements to the Portfolios’ shareholders. At the Board Meeting and throughout the process of considering the New Agreements, the Independent Trustees were assisted in their review, and were advised, by independent legal counsel and met with counsel in executive sessions separate from representatives of SunAmerica.

At the Board Meeting, the Board also conducted its annual consideration of the renewal (the “Annual Renewals”) of the prior Investment Advisory and Management Agreements (the “Prior Advisory Agreement”) and Subadvisory and Sub-Subadvisory Agreements (the “Prior Subadvisory Agreements” and together with the Prior Advisory Agreements, the “Prior Agreements”) of the Trusts. During the review process that led to its renewal of the Prior Agreements, the Board considered that it was also being asked to consider approval of the New Agreements in connection with the Transaction.

Prior to the Board Meeting, the Independent Trustees requested certain detailed information from SunAmerica and Venerable regarding the Transaction, the Trusts and the New Agreements, as well as the Annual Renewals, and reviewed the responses provided by SunAmerica and Venerable. The Board communicated with senior representatives of SunAmerica and Venerable regarding their personnel, operations and financial condition. The Board also reviewed the terms of the Transaction and considered its possible effects on the Portfolios and their shareholders. In this regard, the Trustees spoke with representatives of SunAmerica and Venerable during the Board Meeting and, with respect to the Independent Trustees, in private sessions with their independent counsel to discuss the anticipated effects of the Transaction.

In connection with the Annual Renewals, the Board received extensive materials related to certain factors used in its consideration whether to renew the Prior Agreements. The Board also relied on this information in relation to its consideration whether to approve the New Agreements. Those factors included:

(1)

the requirements of the Trusts in the areas of investment supervisory and administrative services;

(2)

the nature, extent and quality of the investment advisory, administrative, operational and compliance services provided by SunAmerica, including a review of the investment performance of the Portfolios and oversight of the subadvisers (the “Subadvisers”);

(3)

the size and structure of the investment advisory fee and any other material payments to SunAmerica and the Subadvisers and, in connection therewith, a review of the costs of services provided and the profits realized by SunAmerica and its affiliates from the relationship with the Trusts;

(4)

the expenses paid by each of the Portfolios, including their total operating expenses and any applicable expense limitation;

(5)

the extent to which the Adviser realizes economies of scale and shares them with the Trusts;

(6)

the organizational capability, resources, personnel and financial condition of the Adviser, the Subadvisers and their respective affiliates; and

(7)

the fees paid by SunAmerica to the Subadvisers for managing the Portfolios of the Trusts.

In addition, the Board considered (a) the historical relationship between the Trusts and SunAmerica; (b) the conditions and trends prevailing in the economy, the securities markets and the investment company industry; and (c) the reasonableness of the amount of the fees retained by SunAmerica in light of the services provided by SunAmerica and the Subadvisers.

In addition to the information the Board received and considered in approving the Prior Agreements, SunAmerica also provided information relating to the New Agreements, including, but not limited to, the Transaction, the expected benefits and costs to shareholders of the Trusts, and the expected management and operation of SunAmerica after the closing of the Transaction. The Board focused its review on, and requested and evaluated other information relating to, the potential impact of the Transaction on the operations, personnel, organizational structure, capitalization, and financial and other resources of SunAmerica and its affiliates that render administrative, distribution, compliance, and other services to the Trusts. The Independent Trustees were also provided with legal memoranda discussing their fiduciary duties related to the approval of the Prior Agreements and the New Agreements, as well as considerations relevant to the Transaction.

The Independent Trustees were separately represented by counsel that is independent of SunAmerica and Venerable in connection with their consideration of approval of the New Agreements. The matters discussed below were also considered separately by the Independent Trustees in executive sessions during which their independent counsel provided guidance to the Independent Trustees. The Board and the Independent Trustees did not identify any single matter or particular data point that, in isolation, would be controlling in their decision to approve the New Agreements. Rather, the Board and the Independent Trustees considered the total mix of information provided. The following summary describes the key factors considered by the Board and the Independent Trustees and the conclusions that formed the basis for approving the New Agreements, in light of the legal advice furnished to them by independent legal counsel and their own business judgment. The following list of factors does not include all of the factors that were considered.

Nature, Quality and Extent of Services

The Board, including the Independent Trustees, considered the nature, quality and extent of services provided by SunAmerica and each of the Subadvisers. In making its evaluation, the Board considered that SunAmerica acts as adviser for each Portfolio, manages the investment of portions of certain Portfolios’ assets, manages the daily business affairs of the Trusts, obtains and evaluates economic, statistical and financial information to formulate and implement investment policies, and provides oversight with respect to the daily management of certain Portfolios’ assets, or a portion thereof, allocated to the Subadvisers, subject to the Trustees’ oversight and control. It was also noted that SunAmerica’s advisory fees compensate SunAmerica for services such as monitoring Portfolio performance, selecting and replacing Subadvisers, determining asset allocations among Portfolios with multiple Subadvisers and ensuring that the Subadvisers’ styles adhere to the prospectus and statement of additional information as well as other administrative, compliance and legal services.

The Board noted that SunAmerica is responsible for overseeing the performance of services by the Trusts’ custodian, transfer agent and dividend disbursing agent. The Board also noted that SunAmerica is responsible for the financial, legal and accounting records required to be maintained by each Portfolio and for the administration of the Trusts’ business affairs, including providing such office space, bookkeeping, accounting, clerical, secretarial and administrative services (exclusive of, and in addition to, any such service provided by any others retained by the Trusts or any Portfolio) and such executive and other personnel as may be necessary for the operations of each Portfolio. The Board considered that SunAmerica monitors and reviews the activities of third-party service providers that may provide additional administrative services. The Board also considered that representatives of SunAmerica indicated their belief that no material changes in SunAmerica’s management or operations are expected as a result of the Transaction and that the Transaction is not expected to have an adverse effect on SunAmerica’s performance or delivery of services under the New Advisory Agreements relative to SunAmerica’s performance or delivery of services under the Prior Advisory Agreements.

In addition, the Board considered the key personnel of SunAmerica who are involved in the investment management, administration, compliance and risk management activities with respect to the Portfolios in addition to current and projected staffing levels and compensation practices. The Board also considered the

compensation program for SunAmerica’s investment professionals. The Board considered that no material changes to any Portfolio’s investment management team or SunAmerica’s compensation practices are expected to occur as a result of the Transaction.

With respect to the Subadvisers, the Board noted that the Subadvisers are responsible for providing investment management services on a day-to-day basis. In such role, each Subadviser (i) determines the securities to be purchased or sold and executes such documents on behalf of the Portfolios they manage as may be necessary in connection therewith; (ii) provides SunAmerica with records concerning their activities; and (iii) renders regular reports to SunAmerica and to officers and Trustees of the Trust concerning their discharge of the foregoing responsibilities. In connection with the Annual Renewals, the Board reviewed each Subadviser’s history, structure and size, and investment experience. The Board considered each Subadviser’s personnel who are involved in the investment management, administration, compliance and risk management activities with respect to the Portfolios, as well as current and projected staffing levels and compensation practices. The Board was informed that in management’s judgment, each of the Subadvisers has the size, viability and resources to attract and retain highly qualified investment professionals.

The Board considered SunAmerica’s reputation and long-standing relationship with the Portfolios and considered the benefit to shareholders of investing in funds that are part of a family of funds offering funds that employ a variety of investment strategies. The Board also considered the Trusts’ relationship with affiliated life insurance companies that offer the Portfolios through variable annuity and variable life insurance products.

The Board considered SunAmerica’s experience in providing management and investment advisory and administrative services to advisory clients. The Board also considered SunAmerica’s code of ethics and its risk management process, and that SunAmerica has developed internal procedures, adopted by the Board, for monitoring compliance with the investment objectives, policies and restrictions of the Portfolios as set forth in the Portfolios’ registration statement. The Board further considered that no material changes to SunAmerica’s risk management processes and compliance policies and procedures were expected to result from the Transaction.

In connection with the Annual Renewals, the Board also reviewed and considered the Adviser’s and each Subadviser’s compliance and regulatory history, including information about whether any were involved in any litigation, regulatory actions or investigations that could impair their ability to serve as an adviser or subadviser to the Portfolios. The Board considered SunAmerica’s and the Subadvisers’ risk assessment and risk management processes. The Board concluded that there was no information provided that would have a material adverse effect on SunAmerica’s or the Subadvisers’ ability to provide services to the Trusts.

The Board considered that the nature, extent and quality of the services provided to the Portfolios by SunAmerica and each Subadviser were expected to remain unchanged after the change of control of SunAmerica that would result from the completion of the Transaction.

Portfolio Fees and Expenses; Investment Performance

The Board, including the Independent Trustees, received and reviewed information regarding the Portfolios’ fees (actual or contractual management fees, subadvisory fees, non-management fees, and 12b-1 fees, if applicable), and expense ratios compared against such fees and expense ratios of the Expense Group/Universe for each Portfolio. Such fees and expense ratios were compared both before and after expense waivers, caps and reimbursements, if any. It was noted that with respect to subadvisory fees, SunAmerica negotiates such fees at arm’s length. The Board also considered that the subadvisory fees are paid by SunAmerica out of its advisory fee and not by the Portfolios, and that subadvisory fees may vary widely within a Subadvised Expense Group/Universe for various reasons, including market pricing demands, existing relationships, experience and success, and individual client needs. The Board further considered the amount of subadvisory fees paid by SunAmerica and the amount of the management fees that it retained and determined that these amounts were reasonable in light of the services performed by SunAmerica and the Subadvisers, respectively.

To assist in analyzing the reasonableness of the advisory and subadvisory fees, the Board received a report prepared independently by Broadridge Financial Solutions, Inc. (“Broadridge”) as well as information provided by management. The Board also considered advisory fees received by SunAmerica and the Subadvisers with respect to other mutual funds and accounts with similar investment strategies to the Portfolios each advises. Based on the information from Broadridge, the Board reviewed detailed information about peer groups of comparable mutual funds based on various factors such as the type of fund (those underlying variable insurance products), comparable investment objectives and strategies, among other factors. Referred to herein are Expense Groups and Performance Groups/Universes that represent those peer groups of funds used to compare expenses and performance, respectively. The Board also received performance data and expense information prepared by management.

The Trustees noted that the expense information as a whole was useful in assessing whether SunAmerica and the Subadvisers were providing services at a cost that was competitive with other similar funds. The performance information included annualized returns for the period since inception and the one-, three-, five- and ten-year periods, as applicable, ended June 30, 2025 from Broadridge and performance information as of June 30, 2025 from management. On a quarterly basis, the Board monitors and reviews various materials presented and prepared by management, including but not limited to each Portfolio’s overall performance, performance relative to each Portfolio’s relevant benchmark and Morningstar and/or Broadridge peer groups, as applicable, and each Subadviser’s performance within a Portfolio. The Board considered that management makes particular note of Portfolios that may require closer monitoring or potential corrective action by the Board.

As part of its review of the Portfolios’ fees and expenses and performance in connection with the Annual Renewals, the Board noted that it considered expense and performance information for each Portfolio provided by Broadridge and management in making its determination to renew the Prior Advisory Agreements. For Portfolios with periods of relative underperformance, the Board considered management’s explanations of and plans to address that underperformance. The Board also reviewed Portfolios with higher expenses relative to their respective Expense Groups/Universes and considered management’s discussions in that regard. In particular, the Board considered management’s discussion of the Trusts’ multi-manager subadvisory management structure and its explanation that the structure results in increased advisory fees and expenses to these Portfolios but noted the potential benefits to this type of multi-manager strategy where the Portfolios have access to the expertise of multiple Subadvisers and the varied investment techniques employed by each Subadviser in connection with a Portfolio’s investment objectives/strategies. The Board also considered that the Transaction is not expected to result in any changes to the contractual investment advisory fees charged to the Portfolios, nor a reduction in any fee waiver or expense limitation agreed to by SunAmerica with respect to the Portfolios.

Ultimately, the Board and the Independent Trustees concluded that SunAmerica has a strong long-term record of effectively managing each of the Portfolios and monitoring the effectiveness of the contributions made by each of the Subadvisers. The Board and the Independent Trustees further concluded that SunAmerica was applying appropriate discipline and oversight to ensure that each Portfolio adhered to its stated investment objective and strategies and that SunAmerica’s record in managing each Portfolio supported the conclusion that its continued management should benefit each Portfolio and its shareholders.

Cost of Services & Benefits Derived

With respect to indirect costs and benefits, the Board was informed, based on management’s judgment, that any indirect costs incurred by SunAmerica in connection with rendering investment advisory services to the Trusts were inconsequential to the analysis of the adequacy of the advisory fees, and that any collateral benefits derived as a result of providing advisory services to the Trusts did not impact the reasonableness of the advisory fee. In its considerations with respect to the Annual Renewals, the Board considered that SunAmerica is paid an administrative services fee of up to 0.04% of the average daily net asset value of the Trusts’ Portfolios pursuant to an arrangement between SunAmerica and certain affiliated life insurance companies (the “Life Companies”). The Board considered that the Trusts also pay VALIC Retirement Services Company (“VRSCO”), an affiliate of SunAmerica, a fee for transfer agency and related services. The Board noted that the Trusts would continue to pay VRSCO to provide these services after the closing of the Transaction and that, although VRSCO will no

longer be an affiliate of SunAmerica, VRSCO will provide those services at cost and does not anticipate earning a profit from the fees received from the Trusts.

Also in connection with the Annual Renewals, the Board considered that the Life Companies may benefit as a result of their direct ownership of the Portfolios’ shares, which amounts may be significant. It was noted that in calculating their corporate income tax liability as insurance companies, the Life Companies, as corporate mutual fund shareholders, may exclude a portion of the ordinary dividends paid by underlying U.S. equities in the Portfolios to the same extent the Portfolios receive certain dividends with respect to shares of stock issued by domestic corporations, subject to applicable tax laws and regulations. In addition, the Life Companies may rely on foreign tax credits with respect to certain foreign securities held by applicable Portfolios. The Board considered that the Life Companies receive financial support from SunAmerica and certain Subadvisers for distribution-related activities, including administrative, marketing and other servicing activities, including payments to help offset costs for marketing activities and training to support sales of the Portfolios, as well as occasional gifts, entertainment or other compensation as incentives. It was noted that such payments may be derived from 12b-1 (service) fees that are deducted directly from the assets of the Portfolios or from investment management fees received by SunAmerica or the Subadvisers. In addition, the Board considered that, because shares of the Portfolios are offered as investment options through variable annuity contracts or variable life insurance policies (“Variable Contracts”), the investment objectives, strategies and performance of the Portfolios may positively or negatively impact a Life Company’s ability to hedge and the related hedging costs associated with guarantees that the Life Company may provide as the issuer of the Variable Contracts. The Board considered that these benefits will continue to accrue to the Life Companies after the closing of the Transaction, although the Life Companies will no longer be affiliates of SunAmerica.

The Board concluded that any benefits that SunAmerica and its affiliates could be expected to receive with regard to providing investment advisory and other services to the Portfolios would continue to be reasonable following the closing of the Transaction.

Profitability and Economies of Scale

The Board considered that SunAmerica is unable to estimate the profitability of the New Advisory Agreements to itself or its affiliates, because the Transaction has not yet closed and the New Advisory Agreements are not yet in effect. The Board noted, however, that in connection with the Annual Renewals, it received information related to SunAmerica’s profitability as well as the profitability of certain affiliates with respect to the services they provide to the Trusts’ Portfolios in connection with the Prior Advisory Agreements. The profitability analysis reflected the relationship between SunAmerica and the affiliated Life Companies. The Board considered that, pursuant to administrative services agreements between SunAmerica and each of the Life Companies, SunAmerica pays a fee to each Life Company at an annual rate of 25 basis points of the average daily net assets of the Portfolios that are held by the corresponding separate accounts of each Life Company, in exchange for certain administrative services provided to the Portfolios. The Board determined that the profitability to SunAmerica in connection with its relationship to the Trusts under the Prior Advisory Agreements was reasonable. In addition, the Board considered the Investment Management Profitability Analysis prepared by an independent information service, Broadridge, and noted that SunAmerica’s profitability under the Prior Advisory Agreements was generally in the range of the profitability of companies contained in the report.

It was noted that the subadvisory fees paid pursuant to the Subadvisory Agreements are paid by SunAmerica out of the advisory fees that it receives under the Advisory Agreement. The Trustees also relied on the ability of SunAmerica to negotiate the Subadvisory Agreements and the fees thereunder at arm’s length. It was noted that SunAmerica reviewed a number of factors in determining appropriate subadvisory fees payable to each Subadviser. Such factors include review of (1) style class peers primarily within the variable annuity universe; (2) key competitor analysis; (3) portfolio analysis; and (4) special considerations such as competitor subaccount characteristics, uniqueness of the product and the manager’s prestige. The Board determined that the profitability to each Subadviser in connection with its relationship with the respective Portfolios is therefore not a material factor in their consideration of the Subadvisory Agreements.

The Board also received and considered information regarding the ability of the Portfolios to achieve economies of scale. It was noted that the advisory fees of nearly all Portfolios contain breakpoints that will reduce the fees paid by a Portfolio as its assets increase. The Board also considered that SunAmerica has voluntarily agreed to waive fees in certain instances. The Board considered that the multiple fee waivers and expense limitations agreed to by SunAmerica were expected to continue unchanged after the change of control of SunAmerica that would result from closing of the Transaction.

The Board considered that management believed that the Portfolios’ existing fee schedules reflect the economies of scale inherent in providing investment advice to a Portfolio in its particular asset category and asset size. The Board concluded that any potential economies of scale are currently being shared between the Trusts and SunAmerica in an appropriate manner and would continue to be shared after completion of the Transaction.

The Board considered that certain Subadvisory Agreements also contain breakpoints in the fee schedules, however, since SunAmerica, and not the Trusts, is responsible for the payment of the fees pursuant to the Subadvisory Agreements, the Trusts do not directly benefit from any reduction in subadvisory fee rates. For similar reasons as stated above with respect to the Subadvisers’ profitability and the costs of their providing services, the Board concluded that the potential for economies of scale in the Subadvisers’ management of the Portfolios are not a material factor in its consideration at this time.

Considerations Specific to the Transaction

The Board considered the expected impact of the Transaction on SunAmerica and its ability to serve the Portfolios. The Board also considered any potential advantages and disadvantages to shareholders as a result of the Transaction. The Board and the Independent Trustees noted in particular that the terms of the New Agreements are substantially identical to those of the Prior Agreements; that the advisory and subadvisory fee rates under the New Agreements are identical to those under the Prior Agreements; that the fee waivers and expense limitations agreed to by SunAmerica with respect to any Portfolio will not change; that the nature, extent and quality of the services to be provided by SunAmerica pursuant to the New Advisory Agreements and by the Subadvisers pursuant to the New Subadvisory Agreements are expected to be provided with the same level of commitment; that the fee waivers and/or expense reimbursements SunAmerica has agreed to with respect to any Portfolio would not change; that the continued retention of SunAmerica and the Subadvisers would minimize the disruption of the Portfolios’ operations and would not cause the Trusts to incur additional costs and expenses that would be necessary if a new investment adviser were to be hired; and that the majority of the key personnel serving the Trusts, including all of the personnel providing investment management services to the Portfolios, are expected to continue to be retained after the change of control of SunAmerica. The Board and the Independent Trustees also considered the strength of SunAmerica’s relationships with and historical management of the Subadvisers, as well as potential disadvantages of the Transaction to Portfolio shareholders, such as the potential loss of certain personnel of SunAmerica who would remain with Corebridge following the Transaction. Based on the information provided by SunAmerica, the Board and the Independent Trustees concluded that the Transaction is not likely to result in any diminution of SunAmerica’s financial resources or its ability to continue to serve the Trusts, or to otherwise destabilize SunAmerica or its management or personnel.

The Independent Trustees also received substantial information about Venerable, including information about its business and resources. Additionally, the Independent Trustees received a presentation from senior management at Venerable at the Board Meeting. The Board considered the projected financial condition of SunAmerica after the change of control that would result from the completion of the Transaction. The Independent Trustees also discussed the anticipated benefits to the Portfolios and their shareholders resulting from the Transaction, including the potential for Venerable’s interest in SunAmerica and experience with variable annuity products to provide additional resources that could benefit the Portfolios and their shareholders. The Board further considered that the expenses associated with obtaining shareholder approval of the New Advisory Agreements would be paid by SunAmerica, Venerable and/or their respective affiliates.

On the basis of these and other factors, the Board, and the Independent Trustees separately, concluded that the continued engagement of SunAmerica and the Subadvisers to provide investment advisory and management services to the Trusts would be in the best interests of the Trusts and their respective Portfolios. The Board, and

the Independent Trustees separately, then voted unanimously (i) to approve the New Agreements, including the advisory and subadvisory fee rates proposed in the New Agreements, in respect of each Portfolio for a period not to exceed two years commencing immediately following the closing of the Transaction, and (ii) to recommend to shareholders of each Portfolio that they approve the applicable New Advisory Agreements.

Section 15(f) of the 1940 Act

Section 15(f) of the 1940 Act is a non-exclusive safe harbor that provides in substance that, when a sale of a controlling interest in an investment adviser occurs, the investment adviser or any of its affiliated persons may receive any amount or benefit in connection with the sale as long as two conditions are met. If either condition of Section 15(f) is not met, the safe harbor is not available. The first condition specifies that, during the three-year period immediately following consummation of the transaction, at least 75% of the investment company’s board of directors/trustees must not be “interested persons” (as defined in the 1940 Act) of the investment adviser or predecessor adviser. The Board was informed that, during the three-year period immediately following the consummation of the Transaction, it is anticipated that at least 75% of the Trustees will not be “interested persons” (as defined in the 1940 Act) of SunAmerica. The second condition specifies that no “unfair burden” may be imposed on the investment company as a result of the transaction relating to the sale of the controlling interest in the investment adviser, or any express or implied terms, conditions or understandings applicable thereto. The term “unfair burden,” as defined in the 1940 Act, includes any arrangement, during the two-year period after the transaction occurs, whereby the investment adviser (or predecessor or successor adviser), or any interested person of any such investment adviser, receives or is entitled to receive any compensation, directly or indirectly (i) from any person in connection with the purchase or sale of securities or other property, to, from or on behalf of the investment company (other than bona fide ordinary compensation as principal underwriter for the investment company) or (ii) from the investment company or its security holders for other than bona fide investment advisory or other services. The Board was informed that neither Venerable nor SunAmerica will impose or seek to impose any “unfair burden” on the Portfolios as a result of the Transaction.

EXHIBIT A

SUBADVISORY AGREEMENT

This SUBADVISORY AGREEMENT (“Agreement”) is dated as of January 1, 2026, by and between SUNAMERICA ASSET MANAGEMENT, LLC, a Delaware limited liability company (the “Adviser”), and AMERICAN CENTURY INVESTMENT MANAGEMENT, INC., a Delaware corporation (the “Subadviser”).

WITNESSETH:

WHEREAS, the Adviser and Seasons Series Trust, a Massachusetts business trust (the “Trust”), have entered into an Investment Advisory and Management Agreement dated as of January 1, 2026, as amended from time to time (the “Advisory Agreement”), pursuant to which the Adviser has agreed to provide investment management, advisory and administrative services to the Trust, and pursuant to which the Adviser may delegate one or more of its duties to a subadviser pursuant to a written subadvisory agreement; and

WHEREAS, the Trust is registered under the Investment Company Act of 1940, as amended (the “Act”), as an open-end management investment company and may issue unlimited shares of beneficial interest in separately designated portfolios representing separate funds with their own investment objectives, policies and purposes; and

WHEREAS, the Adviser desires to retain the Subadviser to furnish investment advisory services to the investment portfolio(s) of the Trust listed on Schedule A attached hereto (each, a “Portfolio,” and collectively, the “Portfolio(s)”), and the Subadviser is willing to furnish such services;

NOW, THEREFORE, it is hereby agreed between the parties hereto as follows:

1. Duties of the Subadviser. The Adviser hereby engages the services of the Subadviser in furtherance of the Advisory Agreement. Pursuant to this Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of the assets of each Portfolio. The Subadviser will determine, in its discretion and subject to the oversight and review of the Adviser, the securities and other investments or instruments to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser or the Trust is required to maintain, and will render regular reports to the Adviser and to officers and Trustees of the Trust concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Trustees of the Trust and in compliance with such policies as the Trustees of the Trust may from time to time establish, as provided in writing to the Subadviser from time to time, and in compliance with (a) the objectives, policies,

restrictions and limitations for the Portfolio(s) as set forth in the Trust’s current prospectus and statement of additional information (together, the “Registration Statement”), as provided by the Adviser to the Subadviser; and (b) applicable laws and regulations.

The Subadviser represents and warrants to the Adviser that it will manage the Portfolio(s) at all times (a) in compliance with all applicable federal and state laws, including securities, commodities and banking laws, governing its operations and investments; (b) the provisions of the Act and rules adopted thereunder; (c) the objectives, policies, restrictions and limitations for the Portfolio(s) as set forth in the Trust’s current Registration Statement as most recently provided by the Adviser to the Subadviser; and (d) the policies and procedures as adopted by the Trustees of the Trust provided in writing to the Subadviser. The Subadviser further represents and warrants to the Adviser that it will manage each Portfolio in compliance with Section 851(b)(2) and (3) of Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”) and Section 817(h) of Subchapter L of the Code, solely with respect to the assets of the Portfolio(s) which are under its management and based on information provided by the custodian of the Portfolio(s). Furthermore, the Adviser will work in conjunction with the Subadviser to undertake any corrective action that may be required as advised by a Portfolio’s tax advisor in a timely manner following quarter end in order to allow the Subadviser to resolve the issue within the 30-day cure period under the Code.

The Subadviser agrees: (a) to maintain a level of errors and omissions or professional liability insurance coverage that, at all times during the course of this Agreement, is appropriate given the nature of its business, and (b) from time to time and upon reasonable request, to supply evidence of such coverage to the Adviser.

The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreement. The Subadviser shall not be responsible for the other expenses of a Portfolio, including, without limitation, fees of a Portfolio’s independent public accountants, transfer agent, custodian and other service providers who are not employees of the Subadviser; brokerage commissions and other transaction-related expenses; tax-reporting; taxes levied against a Portfolio or any of its property; and interest expenses of a Portfolio.

Trust, concerning transactions of the Portfolio(s) in securities or other assets, other than for purposes of complying with the conditions of paragraphs (a) and (b) of rule 12d3-1 under the Act.

The Adviser acknowledges that the Subadviser and its delegates do not hold client money and/or custody assets.

2. Portfolio Transactions. The Subadviser is responsible for decisions, and is hereby authorized, to buy or sell securities and other investments or instruments for the Portfolio(s), broker-dealers, futures commission merchants’ and other counterparties selection, and negotiation of brokerage commission and futures commission merchants’ rates. As a general matter, in executing portfolio transactions, the Subadviser may employ or deal with such broker-dealers or futures commission merchants as may, in the Subadviser’s best judgment, provide prompt and reliable execution of the transactions at favorable prices and reasonable commission rates. In selecting such broker-dealers or futures commission merchants, the Subadviser shall consider all relevant factors including price (including the applicable brokerage commission, dealer spread or futures commission merchant rate), the size of the order, the nature of the market for the security or other investment, the timing of the transaction, the reputation, experience and financial stability of the broker-dealer or futures commission merchant involved, the quality of the service, the difficulty of execution, the execution capabilities and operational facilities of the firm involved, and, in the case of securities, the firm’s risk in positioning a block of securities. Subject to such policies as the Trustees may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), the Subadviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of the Subadviser’s having caused a Portfolio to pay a member of an exchange, broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another member of an exchange, broker or dealer would have charged for effecting that transaction, if the Subadviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such member of an exchange, broker or dealer viewed in terms of either that particular transaction or the Subadviser’s overall responsibilities with respect to such Portfolio and to other clients as to which the Subadviser exercises investment discretion. In accordance with Section 11(a) of the 1934 Act and Rule 11a2-2(T) thereunder, and subject to any other applicable laws and regulations including Section 17(e) of the Act and Rule 17e-1 thereunder, the Subadviser may engage its affiliates, the Adviser and its affiliates or any other subadviser to the Trust and its respective affiliates, as broker-dealers or futures commission merchants to effect portfolio transactions in securities and other investments for a Portfolio. The Subadviser will promptly communicate to the Adviser and to the officers and the Trustees of the Trust such information relating to portfolio transactions as they may reasonably request. To the extent consistent with applicable law, the Subadviser may aggregate purchase or sell orders for the Portfolio(s) with contemporaneous purchase or sell orders of other clients of the Subadviser or its affiliated persons. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Subadviser in the

manner the Subadviser determines to be equitable and consistent with its and its affiliates’ fiduciary obligations to the Portfolio and to such other clients. The Adviser hereby acknowledges that such aggregation of orders may not result in more favorable pricing or lower brokerage commissions in all instances.

The Subadviser shall have the express authority to negotiate, open, continue and terminate brokerage accounts and other brokerage arrangements with respect to all portfolio transactions entered into by the Subadviser on behalf of the Portfolio(s).

With respect to any investments, including but not limited to repurchase and reverse repurchase agreements, derivatives contracts, futures contracts, International Swaps and Derivatives Association, Inc. (“ISDA”) Master Agreements and similar types of master agreements, and options on futures contracts, which are permitted to be made by the Subadviser in accordance with this Agreement and the investment objectives and strategies of the Portfolio(s), as outlined in the Registration Statement for the Portfolio(s), the Adviser hereby authorizes and directs the Subadviser to do and perform every act and thing whatsoever necessary or incidental in performing its duties and obligations under this Agreement, including, but not limited to, executing as agent, on behalf of the Portfolio(s), master and related agreements and other documents to establish, operate and conduct all brokerage, collateral or other trading accounts, and executing as agent, on behalf of the Portfolio(s), such agreements and other documentation as may be required for the purchase or sale, assignment, transfer and ownership of any permitted investment, including repurchase and derivative master agreements, including any schedules and annexes to such agreements, releases, consents, elections and confirmations. The Subadviser also is hereby authorized to instruct a Portfolio’s custodian with respect to any collateral management activities in connection with any derivatives transactions and to enter into standard industry protocol arrangements (including those published by ISDA). The Subadviser is also authorized to provide evidence of its authority to enter into such master and related agreements, including by delivering a copy of this provision. The Adviser acknowledges and understands that it will be bound by any such trading accounts established, and agreements and other documentation executed, by the Subadviser for such investment purposes and agrees to provide the Subadviser with tax information, governing documents, legal opinions and other information concerning the Portfolio(s) as may be reasonably necessary to complete such agreements and other documentation. The Subadviser is required to provide the Adviser with copies of the applicable agreements and documentation promptly upon request and to notify the Adviser of any claims by counterparties or financial intermediaries that a Portfolio has triggered an early termination or default provision or otherwise is out of compliance with the terms of the applicable agreement or that the counterparty is excused from performing under the agreement. The Subadviser is hereby authorized, to the extent required by regulatory agencies or market practice, to reveal the Trust and the Portfolio’s identity and address to any financial intermediary through which or with which financial instruments are traded or cleared.

Association documentation); (ii) waivers, consents, amendments or other modifications relating to investments; and (iii) purchase agreements, sales agreements, commitment letters, pricing letters, registration rights agreements, indemnities and contributions, escrow agreements and other investment related agreements.

The Subadviser is authorized to terminate all such master and related agreements and other documentation with respect to a Portfolio when it determines it is in the best interest of the Portfolio to do so, and it is authorized to exercise all default and other rights of the Portfolio against the other party(ies) to such agreements in accordance with its fiduciary duties and the best interest of the Portfolio. Upon termination of this Agreement, the Subadviser agrees to remove the Portfolio(s) as parties to such agreements and to consult with the Adviser regarding close-out, novation or continuation of positions under the agreements and retention of accounts or transfer of such accounts, which the Adviser shall determine in its sole discretion. If instructed by the Adviser to do so, the Subadviser shall close out open positions and transfer financial instruments in accordance with the Adviser’s instructions.

3. Compensation of the Subadviser. The Subadviser shall not be entitled to receive any payment from the Trust and shall look solely and exclusively to the Adviser for payment of all fees for the services rendered, facilities furnished and expenses paid by it hereunder. As full compensation for the Subadviser under this Agreement, the Adviser agrees to pay to the Subadviser a fee at the annual rates set forth in Schedule A hereto with respect to the assets managed by the Subadviser for each Portfolio listed thereon. Such fee shall be accrued daily and paid monthly as soon as practicable after the end of each month. If the Subadviser shall provide its services under this Agreement for less than the whole of any month, the foregoing compensation shall be prorated.

4. Reports. The Trust and the Adviser agree to furnish to the Subadviser current prospectuses, statements of additional information, proxy statements, reports of shareholders, certified copies of their financial statements, and such other information with regard to their affairs and that of the Trust as the Subadviser may reasonably request.

The Subadviser agrees to furnish to the Adviser and/or the Chief Compliance Officer of the Trust and/or the Adviser (the “CCO”) with such information, certifications and reports as such persons may reasonably deem appropriate or may request from the Subadviser regarding the Subadviser’s compliance with applicable law, including: (i) Rule 206(4)-7 of the Advisers Act; (ii) the Federal Securities Laws, as defined in Rule 38a-1 under the Act; (iii) the Commodity Exchange Act; and (iv) any and all other laws, rules and regulations, whether foreign or domestic, in each case, applicable at any time to the operations of the Subadviser with respect to the provision of its services under this Agreement. The Subadviser shall make its officers and employees (including its Chief Compliance Officer) who are responsible for the Portfolio available, upon reasonable notice to the Subadviser, to the Adviser and/or the CCO from time to time to examine and review the Subadviser’s compliance program and adherence thereto.

5. Status of the Subadviser. The services of the Subadviser to the Adviser and the Trust are not to be deemed exclusive, and the Subadviser shall be free to render similar services to others so long as its services to the Trust are not impaired thereby. The Subadviser shall be deemed to be an independent contractor and shall, unless otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust.

6. Proxy Voting. Subject to the prior approval by the Board of Trustees of the Trust and upon thirty (30) days’ written notice to the Subadviser (or such lesser or longer notice as is acceptable to the Subadviser), the Adviser reserves the right to delegate to the Subadviser responsibility for exercising voting rights for all or a specified portion of the securities held by a Portfolio. To the extent so delegated, the Subadviser will exercise voting rights with respect to securities held by a Portfolio in accordance with the Subadvisers’ written proxy voting policies and procedures, subject to such reasonable reporting and other requirements as shall be established by the Adviser. To the extent the Adviser retains the responsibility for voting proxies, the Subadviser agrees to provide input on certain proxy voting matters or proposals as may be reasonably requested by the Adviser.

7. Certain Records. The Subadviser hereby undertakes and agrees to maintain, in the form and for the period required by Rule 31a-2 under the Act, all records relating to the investments of the Portfolio(s) that are required to be maintained by the Trust pursuant to the requirements of Rule 31a-1 of the Act. Any records required to be maintained and preserved pursuant to the provisions of Rule 31a-1 and Rule 31a-2 promulgated under the Act which are prepared or maintained by the Subadviser on behalf of the Trust will be provided promptly to the Trust or the Adviser upon request.

The Subadviser agrees that all accounts, books and other records maintained and preserved by it, and related to the Portfolio(s), as required hereby shall be subject at any time, and from time to time, to such reasonable periodic, special and other examinations by the Securities and Exchange Commission (“SEC”), the Trust’s auditors, the Trust or any representative of the Trust, the Adviser, or any governmental agency or other instrumentality having regulatory authority over the Trust.

8. Reference to the Subadviser. None of the Trust, the Portfolio(s) or the Adviser or any affiliate or agent thereof shall make reference to or use the name or logo of the Subadviser or any of its affiliates in any advertising or promotional materials without the prior written approval of the Subadviser, prior to first use, which approval shall not be unreasonably withheld. Additionally, if substantive changes are made to such materials thereafter, the Portfolio(s) shall furnish to the Subadviser the updated material for approval prior to first use, which approval shall not be unreasonably withheld. Upon the termination of this Agreement, none of the Trust, the Portfolio(s) or the Adviser or any affiliate or agent thereof shall make reference to or use the name or logo of the Subadviser or any of its affiliates in any advertising or promotional materials. Notwithstanding the above, for so long as the Subadviser serves as subadviser to the Portfolio(s), the Trust, the Portfolio(s) and the Adviser may use the name or logo of the Subadviser or any of its affiliates in the Registration Statement, shareholder

reports, and other filings with the SEC, or after the Subadviser ceases to serve as subadviser, if such usage is for the purpose of meeting a disclosure obligation under laws, rules, regulations, statutes and codes, whether state or federal, without the Subadviser’s prior written consent.

9. Liability of the Subadviser. (a) In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties (“disabling conduct”) hereunder on the part of the Subadviser (and its officers, directors/trustees, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Subadviser) the Subadviser shall not be subject to liability to the Adviser (and its officers, directors/trustees, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Adviser) or to the Trust (and its officers, directors/trustees, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Trust) for any act or omission in the course of, or connected with, rendering services hereunder, including without limitation, any error of judgment or mistake of law or for any loss suffered by any of them in connection with the matters to which this Agreement relates, except to the extent specified in Section 36(b) of the Act concerning loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services. Except for such disabling conduct, the Adviser shall indemnify the Subadviser (and its officers, directors, partners, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Subadviser) from any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising from Subadviser’s rendering of services under this Agreement.

(b) The Subadviser agrees to indemnify and hold harmless the Adviser (and its officers, directors/trustees, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Adviser) and/or the Trust (and its officers, directors/trustees, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Trust) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the Adviser and/or the Trust and their affiliates or such directors/trustees, officers or controlling person may become subject under the Act, the 1933 Act, under other statutes, common law or otherwise, which arise from the Subadviser’s disabling conduct, including but not limited to any material failure by the Subadviser to comply with the provisions and representations and warranties set forth in Section 1 of this Agreement; provided, however, that in no case is the Subadviser’s indemnity in favor of any person deemed to protect such other persons against any liability to which such person would otherwise be subject by reasons of willful misfeasance, bad faith, or gross negligence in the performance of his, her or its duties or by reason of his, her or its reckless disregard of obligations and duties under this Agreement.

voting on such approval, and (ii) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio voting separately from any other series of the Trust.

With respect to a Portfolio, this Agreement may be terminated at any time, without payment of a penalty by the Portfolio or the Trust, by vote of a majority of the Trustees, or by vote of a majority of the outstanding voting securities (as defined in the Act) of the Portfolio, voting separately from any other series of the Trust, or by the Adviser, on not less than thirty (30) nor more than sixty (60) days’ written notice to the Subadviser. With respect to a Portfolio, this Agreement may be terminated by the Subadviser at any time, without the payment of any penalty, on ninety (90) days’ written notice to the Adviser and the Trust. The termination of this Agreement with respect to a Portfolio or the addition of a Portfolio to Schedule A hereto (in the manner required by the Act) shall not affect the continued effectiveness of this Agreement with respect to each other Portfolio subject hereto. This Agreement shall automatically terminate in the event of its assignment (as defined by the Act).

This Agreement will terminate in the event that the Advisory Agreement by and between the Trust and the Adviser is terminated.

11. Severability. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby.

12. Amendments. This Agreement may be amended by mutual consent in writing, but the consent of the Trust must be obtained in conformity with the requirements of the Act.

13. Governing Law. This Agreement shall be construed in accordance with the laws of the State of New York and the applicable provisions of the Act. To the extent the applicable laws of the State of New York, or any of the provisions herein, conflict with the applicable provisions of the Act, the latter shall control.

14. Legal Matters. The Subadviser will not take any action or render advice involving legal action on behalf of the Trust with respect to securities or other investments held in a Portfolio or the issuers thereof, which become the subject of legal notices or proceedings, including securities class actions and bankruptcies.

15. Personal Liability. The Declaration of the Trust establishing the Trust (the “Declaration”), is on file in the office of the Secretary of the Commonwealth of Massachusetts, and, in accordance with that Declaration, no Trustee, shareholder, officer, employee or agent of the Trust shall be held to any personal liability, nor shall resort be had to their private property for satisfaction of any obligation or claim or otherwise in connection with the affairs of the Trust, but the “Trust Property,” as defined in the Declaration, only shall be liable.

16. Separate Series. Pursuant to the provisions of the Declaration, each Portfolio is a separate series of the Trust, and all debts, liabilities, obligations and expenses of a particular Portfolio shall be enforceable only against the assets of that Portfolio and not against the assets of any other Portfolio or of the Trust as a whole.

17. Confidentiality. (a) Each party will receive and hold any records or other information obtained pursuant to this Agreement (“confidential information”) in the strictest confidence, and acknowledges, represents, and warrants that it will use its reasonable best efforts to protect the confidentiality of this information. Each party agrees that, without the prior written consent of the other party, it will not use, copy, or divulge to third parties (other than such party’s respective Representatives (as defined below)) or otherwise use, except in accordance with the terms of this Agreement, any confidential information obtained from or through the other party in connection with this Agreement other than as reasonably necessary in the course of a Portfolio’s business, including, but not limited to, as may be requested by broker-dealers or third party firms conducting due diligence on the Portfolio; provided that such recipients must agree to protect the confidentiality of such confidential information and use such information only for the purposes of providing services to the Portfolio; provided, further, however, this covenant shall not apply to information which: (i) has been made publicly available by the other party or is otherwise in the public domain through no fault of the disclosing party; (ii) is within the legitimate possession of the disclosing party prior to its disclosure by such party and without any obligation of confidence; (iii) is lawfully received by the disclosing party from a third party when, to the best of such party’s knowledge and belief, such third party was not restricted from disclosing the information to such party; (iv) is independently developed by the disclosing party through persons who have not had access to, or knowledge of, the confidential information; or (v) is approved in writing for disclosure by the other party prior to its disclosure.

(b) Any confidential information provided by a party shall remain the sole property of such party, and shall be promptly returned to such party (or destroyed) following any request by such party to do so. Notwithstanding the foregoing, either party (and others to whom permitted disclosure has been made) (i) may retain a copy of the confidential information as is required for regulatory purposes or to comply with internal policy or laws relating to document retention and (ii) shall not be required to return, delete, or destroy any confidential information as resides on its electronic systems, including email and back-up tapes, it being understood that any such surviving confidential information shall remain subject to the limitations of this Section 17.

(c) To the extent that any confidential information may include materials subject to the attorney-client privilege, work product doctrine or any other applicable privilege concerning pending or threatened legal proceedings or governmental investigations, each party agrees that they have a commonality of interest with respect to such matters and it is their mutual desire, intention and understanding that the sharing of such material is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or its continued protection under the attorney-client privilege, work product doctrine or other applicable privilege. All confidential information furnished by either party to the other or such other party’s Representatives hereunder that is entitled to protection under the attorney-client privilege, work product doctrine or other applicable privilege shall remain entitled to such protection under such privileges, this Agreement, and under the joint defense doctrine.

(d) Notwithstanding any other provision of this Agreement, each party and its respective Representatives shall be permitted to retain and disclose confidential information to the extent such retention and disclosure is: (i) required by any law or regulation; (ii) required or requested by, or necessary under the rules of, any court, any governmental agency or other regulatory authority (including, without limitation, any stock exchange or self-regulatory organization); or (iii) necessary in connection with any action, investigation or proceeding (including, without limitation, as part of any interrogatory, court order, subpoena, administrative proceeding, civil investigatory demand, in each case whether oral or written, or any other legal or regulatory process); provided, however, to the extent permitted by law, regulation or regulatory requirement, such party shall promptly notify the other party of the pending disclosure in writing and cooperate in all reasonable respects (and at such other party’s expense) with such other party in seeking to obtain a protective order either precluding such disclosure or requiring that the confidential information so disclosed be maintained as confidential or used only for the purposes related to the action, investigation or proceeding).

(e) For purposes of this Agreement, “Representatives” with respect to a party means such party’s representatives, directors, officers, investment and advisory committee members, employees, fund participants, rating agencies, professional advisers (including lawyers, accountants and investment bankers), affiliates or agents of such party who have a need to know confidential information. A party shall be responsible for enforcing compliance with this Agreement by its Representatives, if and to the extent such party has disclosed confidential information to any of them. The terms of this Section 17 are in addition to the terms of any other agreements between the parties or their affiliates.

(f) The parties agree that, notwithstanding the foregoing, the Subadviser may disclose the total return earned by the Portfolio(s) and may include such total return in the calculation of composite performance information.

18. Representations. By execution of this Agreement, Subadviser represents that it is duly registered as an investment adviser with the SEC pursuant to the Advisers Act and that it has electronically provided to the Adviser Part 2A of its registration on Form ADV prior to signing this Agreement.

19. Notices. All notices required or permitted to be given under this Agreement shall be in writing, shall specifically refer to this Agreement, and shall be addressed to the appropriate party at the address specified below, or such other address as may be specified by such party in writing in accordance with this Section, and shall be deemed to have been properly given when delivered or mailed by electronic mail, by U.S. certified or registered mail, return receipt requested, postage prepaid, or by reputable courier service.

facsimile, mail or other means. The Adviser confirms that it has provided the Subadviser with at least one valid electronic mail address where Account Communications can be sent. The Adviser acknowledges that the Subadviser reserves the right to distribute certain Account Communications via facsimile, mail or other means to the extent required by applicable law or otherwise deemed advisable. The Adviser may withdraw consent to electronic delivery at any time by giving the Subadviser notice pursuant this Section.


Subadviser:		American Century Investment Management, Inc.
		4500 Main Street
		Kansas City, MO 64111
		Attention: General Counsel
		Email address: Shawn_Connor@americancentury.com with a copy to LG-legal_notices@americancentury.com

Adviser:		SunAmerica Asset Management, LLC
		30 Hudson Street, 16th Floor
		Jersey City, NJ 07302
		Attention: General Counsel
		Email address: SaamcoLegal@corebridgefinancial.com

20. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same Agreement. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com or www.echosign.com, or other applicable law) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

[Signature page follows]

SUBADVISORY AGREEMENT

This SUBADVISORY AGREEMENT (“Agreement”) is dated as of January 1, 2026, by and between SUNAMERICA ASSET MANAGEMENT, LLC, a Delaware limited liability company (the “Adviser”), and BLACKROCK INVESTMENT MANAGEMENT, LLC, a Delaware limited liability company (the “Subadviser”).

WITNESSETH:

WHEREAS, the Adviser and SunAmerica Series Trust, a Massachusetts business trust (“SAST”), have entered into an Investment Advisory and Management Agreement dated as of January 1, 2026, as amended from time to time (the “SAST Advisory Agreement”), pursuant to which the Adviser has agreed to provide investment management, advisory and administrative services to SAST; and pursuant to which the Adviser may delegate one or more of its duties to a subadviser pursuant to a written subadvisory agreement; and

WHEREAS, the Adviser and Seasons Series Trust, a Massachusetts business trust (“SST,” and collectively with SAST, the “Trusts”), have entered into an Investment Advisory and Management Agreement dated as of January 1, 2026, as amended from time to time (the “SST Advisory Agreement,” and collectively with the SST Advisory Agreement, the “Advisory Agreements”), pursuant to which the Adviser has agreed to provide investment management, advisory and administrative services to SST; and pursuant to which the Adviser may delegate one or more of its duties to a subadviser pursuant to a written subadvisory agreement; and

WHEREAS, each Trust is registered under the Investment Company Act of 1940, as amended (the “Act”), as an open-end management investment company and may issue unlimited shares of beneficial interest in separately designated portfolios representing separate funds with their own investment objectives, policies and purposes; and

WHEREAS, the Adviser desires to retain the Subadviser to furnish investment advisory services to the investment portfolio or portfolios of the Trust listed in Schedule A hereto (the “Portfolio(s)”), and the Subadviser is willing to furnish such services;

NOW, THEREFORE, it is hereby agreed between the parties hereto as follows:

discretion and subject to the oversight and review of the Adviser, the securities and other investments or instruments to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser or the Trusts are required to maintain, and will render regular reports to the Adviser and to officers and Trustees of the Trusts concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Trustees of the Trusts and in compliance with such policies as the Trustees of the Trusts may from time to time establish, as provided in writing to the Subadviser from time to time, and in compliance with (a) the objectives, policies, restrictions and limitations for the Portfolio(s) as set forth in each Trust’s current prospectus and statement of additional information (together, the “Registration Statement”), as provided by the Adviser to the Subadviser; and (b) applicable laws and regulations. The Subadviser may, as permitted by rule, regulation or position of the staff of the Securities and Exchange Commission (“SEC”), utilize the personnel of its affiliates including foreign affiliates in providing services under this Agreement, provided that Subadviser remains solely responsible for the provision of services under this Agreement.

The Subadviser represents and warrants to the Adviser that it will manage the Portfolio(s) at all times (a) in compliance with all applicable federal and state laws, including securities, commodities and banking laws, governing its operations and investments; (b) the provisions of the Act and rules adopted thereunder; (c) the objectives, policies, restrictions and limitations for the Portfolio(s) as set forth in each Trust’s current Registration Statement as most recently provided by the Adviser to the Subadviser; and (d) the policies and procedures as adopted by the Trustees of the Trusts provided in writing to the Subadviser. The Subadviser further represents and warrants to the Adviser that it will manage each Portfolio in compliance with Section 851(b)(2) and (3) of Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”) and Section 817(h) of Subchapter L of the Code, solely with respect to the assets of the Portfolio(s) which are under its management and based on information provided by the custodian of the Portfolio(s). Furthermore, the Adviser will work in conjunction with the Subadviser to undertake any corrective action that may be required as advised by a Portfolio’s tax advisor in a timely manner following quarter end in order to allow the Subadviser to resolve the issue within the 30-day cure period under the Code.

The Subadviser further represents and warrants that to the extent that any statements or omissions made in any Registration Statement for the shares of the Trusts, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser in writing expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the SEC thereunder (the “1933 Act”) and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.

The Subadviser agrees: (a) to maintain a level of errors and omissions or professional liability insurance coverage that, at all times during the course of this Agreement,

is appropriate given the nature of its business, and (b) from time to time and upon reasonable request, to supply evidence of such coverage to the Adviser.

The Adviser acknowledges that the Subadviser and its delegates do not hold client money and/or custody assets.

commission was reasonable in relation to the value of the brokerage and research services provided by such member of an exchange, broker or dealer viewed in terms of either that particular transaction or the Subadviser’s overall responsibilities with respect to such Portfolio and to other clients as to which the Subadviser exercises investment discretion. In accordance with Section 11(a) of the 1934 Act and Rule 11a2-2(T) thereunder, and subject to any other applicable laws and regulations including Section 17(e) of the Act and Rule 17e-1 thereunder, the Subadviser may engage its affiliates, the Adviser and its affiliates or any other subadviser to the Trusts and its respective affiliates, as broker-dealers or futures commission merchants to effect portfolio transactions in securities and other investments for a Portfolio. The Subadviser will promptly communicate to the Adviser and to the officers and the Trustees of the Trusts such information relating to portfolio transactions as they may reasonably request. To the extent consistent with applicable law, the Subadviser may aggregate purchase or sell orders for the Portfolio(s) with contemporaneous purchase or sell orders of other clients of the Subadviser or its affiliated persons. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Subadviser in the manner the Subadviser determines to be equitable and consistent with its and its affiliates’ fiduciary obligations to the Portfolio and to such other clients. The Adviser hereby acknowledges that such aggregation of orders may not result in more favorable pricing or lower brokerage commissions in all instances.

Subject to this Section 2, the Subadviser shall have the express authority to negotiate, open, continue and terminate brokerage accounts and other brokerage arrangements with respect to all portfolio transactions entered into by the Subadviser on behalf of the Portfolio(s).

by delivering a copy of this provision. The Adviser acknowledges and understands that it will be bound by any such trading accounts established, and agreements and other documentation executed, by the Subadviser for such investment purposes and agrees to provide the Subadviser with tax information, governing documents, legal opinions and other information concerning the Portfolio(s) as may be reasonably necessary to complete such agreements and other documentation. The Subadviser is required to provide the Adviser with copies of the applicable agreements and documentation promptly upon request and to notify the Adviser of any claims by counterparties or financial intermediaries that a Portfolio has triggered an early termination or default provision or otherwise is out of compliance with the terms of the applicable agreement or that the counterparty is excused from performing under the agreement. The Subadviser is hereby authorized, to the extent required by regulatory agencies or market practice, to reveal the identity and address of the Trusts and the Portfolios to any financial intermediary through which or with which financial instruments are traded or cleared.

The authority shall include, without limitation the authority on behalf of and in the name of the Portfolio(s) to execute: (i) documentation relating to private placements, loans and bank debt (including Loan Syndications and Trading Association and Loan Market Association documentation); (ii) waivers, consents, amendments or other modifications relating to investments; and (iii) purchase agreements, sales agreements, commitment letters, pricing letters, registration rights agreements, indemnities and contributions, escrow agreements and other investment related agreements.

3. Compensation of the Subadviser. The Subadviser shall not be entitled to receive any payment from each Trust and shall look solely and exclusively to the Adviser for payment of all fees for the services rendered, facilities furnished and expenses paid by it hereunder. As full compensation for the Subadviser under this Agreement, the Adviser agrees to pay to the Subadviser a fee at the annual rates set forth in Schedule A hereto with respect to the assets managed by the Subadviser for each Portfolio listed thereon. Such fee shall be accrued daily and paid monthly as soon as practicable after the end of each month. If the Subadviser shall provide its services under this Agreement for less than the whole of any month, the foregoing compensation shall be prorated.

4. Reports. The Trusts and the Adviser agree to furnish to the Subadviser current prospectuses, statements of additional information, proxy statements, reports of shareholders, certified copies of their financial statements, and such other information with regard to their affairs and that of the Trusts as the Subadviser may reasonably request.

The Subadviser agrees to furnish to the Adviser and/or the Chief Compliance Officer of the Trusts and/or the Adviser (the “CCO”) with such information, certifications and reports as such persons may reasonably deem appropriate or may request from the Subadviser regarding the Subadviser’s compliance with applicable law, including: (i) Rule 206(4)-7 of the Advisers Act; (ii) the Federal Securities Laws, as defined in Rule 38a-1 under the Act; (iii) the Commodity Exchange Act; and (iv) any and all other laws, rules and regulations, whether foreign or domestic, in each case, applicable at any time to the operations of the Subadviser with respect to the provision of its services under this Agreement. The Subadviser shall make its officers and employees (including its Chief Compliance Officer) who are responsible for the Portfolio available, upon reasonable notice to the Subadviser, to the Adviser and/or the CCO from time to time to examine and review the Subadviser’s compliance program and adherence thereto.

5. Status of the Subadviser. The services of the Subadviser to the Adviser and the Trusts are not to be deemed exclusive, and the Subadviser shall be free to render similar services to others so long as its services to the Trusts are not impaired thereby. The Subadviser shall be deemed to be an independent contractor and shall, unless otherwise expressly provided or authorized, have no authority to act for or represent the Trusts in any way or otherwise be deemed an agent of the Trusts.

6. Proxy Voting. Subject to the prior approval by the Board of Trustees of the Trusts and upon thirty (30) days’ written notice to the Subadviser (or such lesser or longer notice as is acceptable to the Subadviser), the Adviser reserves the right to delegate to the Subadviser responsibility for exercising voting rights for all or a specified portion of the securities held by a Portfolio. To the extent so delegated, the Subadviser will exercise voting rights with respect to securities held by a Portfolio in accordance with written proxy voting policies and procedures mutually agreed upon by the parties. To the extent the Adviser retains the responsibility for voting proxies, the Subadviser agrees to provide input on certain proxy voting matters or proposals as may be reasonably requested by the Adviser.

7. Certain Records. The Subadviser hereby undertakes and agrees to maintain, in the form and for the period required by Rule 31a-2 under the Act, all records relating to the investments of the Portfolio(s) that are required to be maintained by the Trusts pursuant to the requirements of Rule 31a-1 of the Act. Any records required to be maintained and preserved pursuant to the provisions of Rule 31a-1 and Rule 31a-2 promulgated under the Act which are prepared or maintained by the Subadviser on behalf of the Trusts will be provided as soon as reasonably practicable to the Trusts or the Adviser upon request.

The Subadviser agrees that all accounts, books and other records maintained and preserved by it, and related to the Portfolio(s), as required hereby shall be subject at any

time, and from time to time, to such reasonable periodic, special and other examinations by the SEC, the Trusts’ auditors, the Trusts or any representative of the Trusts, the Adviser, or any governmental agency or other instrumentality having regulatory authority over the Trusts.

8. Reference to the Subadviser. None of the Trusts, the Portfolio(s) or the Adviser or any affiliate or agent thereof shall make reference to or use the name or logo of the Subadviser or any of its affiliates in any advertising or promotional materials without the prior written approval of the Subadviser, prior to first use, which approval shall not be unreasonably withheld. Additionally, if substantive changes are made to such materials thereafter, the Portfolio(s) shall furnish to the Subadviser the updated material for approval prior to first use, which approval shall not be unreasonably withheld. Upon the termination of this Agreement, none of the Trusts, the Portfolio(s) or the Adviser or any affiliate or agent thereof shall make reference to or use the name or logo of the Subadviser or any of its affiliates in any advertising or promotional materials. Notwithstanding the above, for so long as the Subadviser serves as subadviser to the Portfolio(s), the Trusts, the Portfolio(s) and the Adviser may use the name or logo of the Subadviser or any of its affiliates in the Registration Statement, shareholder reports, and other filings with the SEC, or after the Subadviser ceases to serve as subadviser, if such usage is for the purpose of meeting a disclosure obligation under laws, rules, regulations, statutes and codes, whether state or federal, without the Subadviser’s prior written consent.

9. Liability of the Subadviser. (a) In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties (“disabling conduct”) hereunder on the part of the Subadviser (and its officers, directors/trustees, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Subadviser) the Subadviser shall not be subject to liability to the Adviser (and its officers, directors/trustees, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Adviser) or to a Trust (and its officers, directors/trustees, agents, employees, controlling persons, shareholders and any other person or entity affiliated with such Trust) for any act or omission in the course of, or connected with, rendering services hereunder, including without limitation, any error of judgment or mistake of law or for any loss suffered by any of them in connection with the matters to which this Agreement relates, except to the extent specified in Section 36(b) of the Act concerning loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services. Except for such disabling conduct, the Adviser shall indemnify the Subadviser (and its officers, directors, partners, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Subadviser) from any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising from Subadviser’s rendering of services under this Agreement.

Trusts and their affiliates or such directors/trustees, officers or controlling person may become subject under the Act, the 1933 Act, under other statutes, common law or otherwise, which arise from the Subadviser’s disabling conduct, including but not limited to any material failure by the Subadviser to comply with the provisions and representations and warranties set forth in Section 1 of this Agreement; provided, however, that in no case is the Subadviser’s indemnity in favor of any person deemed to protect such other persons against any liability to which such person would otherwise be subject by reasons of willful misfeasance, bad faith, or gross negligence in the performance of his, her or its duties or by reason of his, her or its reckless disregard of obligations and duties under this Agreement.

10. Term of the Agreement. This Agreement shall continue in full force and effect with respect to each Portfolio of a Trust until two (2) years from the date this Agreement becomes effective with respect to such Portfolio, and from year to year thereafter so long as such continuance is specifically approved at least annually (i) by the vote of a majority of those Trustees of the respective Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Trustees of the respective Trust or by vote of a majority of the outstanding voting securities of the Portfolio voting separately from any other series of such Trust.

With respect to a Portfolio, this Agreement may be terminated at any time, without payment of a penalty by the Portfolio or the respective Trust, by vote of a majority of the Trustees, or by vote of a majority of the outstanding voting securities (as defined in the Act) of the Portfolio, voting separately from any other series of such Trust, or by the Adviser, on not less than thirty (30) nor more than sixty (60) days’ written notice to the Subadviser. With respect to a Portfolio, this Agreement may be terminated by the Subadviser at any time, without the payment of any penalty, on ninety (90) days’ written notice to the Adviser and such Trust. The termination of this Agreement with respect to a Portfolio or the addition of a Portfolio to Schedule A hereto (in the manner required by the Act) shall not affect the continued effectiveness of this Agreement with respect to each other Portfolio subject hereto. This Agreement shall automatically terminate in the event of its assignment (as defined by the Act).

This Agreement will terminate in the event that the Advisory Agreement by and between the Trust and the Adviser is terminated.

11. Severability. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby.

12. Amendments. This Agreement may be amended by mutual consent in writing, but the consent of the Trust must be obtained in conformity with the requirements of the Act.

13. Governing Law. This Agreement shall be construed in accordance with the laws of the State of New York and the applicable provisions of the Act. To the extent the

applicable laws of the State of New York, or any of the provisions herein, conflict with the applicable provisions of the Act, the latter shall control.

15. Personal Liability. The Declarations of Trust establishing each Trust (each, a “Declaration” and collectively, the “Declarations”), are on file in the office of the Secretary of the Commonwealth of Massachusetts, and, in accordance with each Declaration, no Trustee, shareholder, officer, employee or agent of the respective Trust shall be held to any personal liability, nor shall resort be had to their private property for satisfaction of any obligation or claim or otherwise in connection with the affairs of the respective Trust, but the respective “Trust Property,” as defined in the Declaration, only shall be liable.

16. Separate Series. Pursuant to the provisions of the Declarations, each Portfolio is a separate series of each Trust, and all debts, liabilities, obligations and expenses of a particular Portfolio shall be enforceable only against the assets of that Portfolio and not against the assets of any other Portfolio or of the respective Trust as a whole.

(b) Any confidential information provided by a party shall remain the sole property of such party, and shall be promptly returned to such party (or destroyed) following

any request by such party to do so. Notwithstanding the foregoing, either party (and others to whom permitted disclosure has been made) (i) may retain a copy of the confidential information as is required for regulatory purposes or to comply with internal policy or laws relating to document retention and (ii) shall not be required to return, delete, or destroy any confidential information as resides on its electronic systems, including email and back-up tapes, it being understood that any such surviving confidential information shall remain subject to the limitations of this Section 17.

(d) Notwithstanding any other provision of this Agreement, each party and its respective Representatives shall be permitted to retain and disclose confidential information to the extent such retention and disclosure is: (i) required by any law or regulation; (ii) required or requested by, or necessary under the rules of, any court, any governmental agency or other regulatory authority (including, without limitation, any stock exchange or self-regulatory organization); or (iii) necessary in connection with any action, investigation or proceeding (including, without limitation, as part of any interrogatory, court order, subpoena, administrative proceeding, civil investigatory demand, in each case whether oral or written, or any other legal or regulatory process); provided, however, to the extent permitted by law, regulation or regulatory requirement, such party shall promptly notify the other party of the pending disclosure in writing and cooperate in all reasonable respects with such other party (and at such other party’s expense) in seeking to obtain a protective order either precluding such disclosure or requiring that the confidential information so disclosed be maintained as confidential or used only for the purposes related to the action, investigation or proceeding.

The Adviser consents to the delivery of a Portfolio’s account statements, reports and other communications related to the services provided under this Agreement (collectively, “Account Communications”) via electronic mail and/or other electronic means acceptable to the Adviser, in lieu of sending such Account Communications as hard copies via facsimile, mail or other means. The Adviser confirms that it has provided the Subadviser with at least one valid electronic mail address where Account Communications can be sent. The Adviser acknowledges that the Subadviser reserves the right to distribute certain Account Communications via facsimile, mail or other means to the extent required by applicable law or otherwise deemed advisable. The Adviser may withdraw consent to electronic delivery at any time by giving the Subadviser notice pursuant this Section.


Subadviser:		BlackRock Investment Management, LLC 55 East 52nd Street
		New York NY 10055 Attention: James Morris
		Email address: Sunamerica.sasupport@blackrock.com

Adviser:		SunAmerica Asset Management, LLC 30 Hudson Street, 16th Floor
		Jersey City, NJ 07302 Attention: General Counsel
		Email address: SAAMCoLegal@corebridgefinancial.com

[Signature page follows]

SCHEDULE A

Effective as of January 1, 2026


Portfolios of SAST		Annual Rate (as a percentage of the average daily net assets the Subadviser manages in the Portfolio)

SA BlackRock Multi-Factor 70/30 Portfolio		Omitted


Portfolios of SAST		Annual Rate (as a percentage of the average daily net assets the Subadviser manages in the Portfolio)

SA Emerging Markets Equity Index Portfolio		Omitted
SA Fixed Income Index Portfolio
SA Fixed Income Intermediate Index Portfolio
SA International Index Portfolio
SA Large Cap Growth Index Portfolio
SA Large Cap Index Portfolio
SA Large Cap Value Index Portfolio
SA Mid Cap Index Portfolio
SA Small Cap Index Portfolio


Portfolios of SST		Annual Rate (as a percentage of the average daily net assets the Subadviser manages in the Portfolio)

SA Multi-Managed International Equity Portfolio		Omitted
SA Multi-Managed Large Cap Growth Portfolio
SA Multi-Managed Large Cap Value Portfolio
SA Multi-Managed Mid Cap Growth Portfolio
SA Multi-Managed Mid Cap Value Portfolio
SA Multi-Managed Small Cap Portfolio

SUBADVISORY AGREEMENT

This SUBADVISORY AGREEMENT (“Agreement”) is dated as of January 1, 2026, by and between SUNAMERICA ASSET MANAGEMENT, LLC, a Delaware limited liability company (the “Adviser”), and COLUMBIA MANAGEMENT INVESTMENT ADVISERS, LLC, a Minnesota limited liability company (the “Subadviser”).

WITNESSETH:

WHEREAS, the Subadviser is engaged in the business of rendering investment advisory services and is registered as an investment adviser under the Investment Advisers Act of 1940, as amended; and

WHEREAS, the Adviser desires to retain the Subadviser to furnish investment advisory services to the investment portfolio(s) of the Trust listed on Schedule A attached hereto (the “Portfolio(s)”), and the Subadviser is willing to furnish such services;

NOW, THEREFORE, it is hereby agreed between the parties hereto as follows:

1. Duties of the Subadviser. The Adviser hereby engages the services of the Subadviser in furtherance of the Advisory Agreement with the Trust. Pursuant to this Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of the assets of each Portfolio. The Subadviser will determine, in its discretion and subject to the oversight and review of the Adviser, the securities and other investments to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser or the Trust is required to maintain, and will render regular reports to the Adviser and to officers and Trustees of the Trust concerning its discharge of the foregoing responsibilities as may be reasonably requested from time to time. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Trustees of the Trust and in compliance with such policies as the Trustees of the Trust may from time to time establish, and in compliance with (a) the objectives, policies,

The Subadviser represents and warrants to the Adviser that, in performing its responsibilities hereunder, each Portfolio will at all times be operated and managed (a) in compliance with all applicable federal and state laws, including securities, commodities and banking laws, governing its operations and investments; (b) so as not to jeopardize either the treatment of the variable annuity contracts which offer the Portfolio(s) (the “Contracts”) as annuity contracts for purposes of the Internal Revenue Code of 1986, as amended (the “Code”), or the eligibility of the Contracts to qualify for sale to the public in any state where they may otherwise be sold; and (c) to minimize any taxes and/or penalties payable by the Trust or the Portfolio(s). Without limiting the foregoing, the Subadviser represents and warrants that it will manage each Portfolio in compliance with (a) the applicable provisions of Subchapter M, chapter 1 of the Code (“Subchapter M”) for each Portfolio to be treated as a “regulated investment company” under Subchapter M; (b) the diversification requirements specified in the Internal Revenue Service’s regulations under Section 817(h) of the Code; (c) the provisions of the Act and rules adopted thereunder; (d) applicable state insurance laws as communicated by Adviser to Subadviser in writing; (e) the objectives, policies, restrictions and limitations for the Portfolio(s) as set forth in the Trust’s current Registration Statement as most recently provided by the Adviser to the Subadviser; and (f) the policies and procedures as adopted by the Trustees of the Trust as most recently provided by the Adviser to the Subadviser. The Subadviser shall furnish information to the Adviser, as requested, for purposes of compliance with the distribution requirements necessary to avoid payment of any excise tax pursuant to Section 4982 of the Code.

The Subadviser further represents and warrants that to the extent that any statements or omissions made in any Registration Statement for the Contracts or shares of the Trust, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Securities and Exchange Commission (“SEC”) thereunder (the “1933 Act”) and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.

Subadviser shall not be responsible for pursuing rights, including class action settlements, relating to the purchase, sale, or holding of securities by the Portfolio(s); provided, however, that Subadviser shall provide notice to Adviser of any such potential claim of which it becomes aware and reasonably cooperate with Adviser in any possible proceeding.

In rendering the services required under this Agreement, Subadviser may, consistent with applicable law and regulations, from time to time, employ, delegate, or associate with itself such affiliated or unaffiliated person or persons as it believes necessary to assist it in carrying out its obligations under this Agreement; provided, however, that in each such instance Subadviser shall provide prior written notice to Adviser. Subadviser represents that any party to whom it delegates authority with respect to the services to be provided under this Agreement shall be bound by a duty of confidentiality to the Subadviser that is no less restrictive than the duties required of the Subadviser under this Agreement. The power to delegate duties under this Agreement shall not relieve the Subadviser of any liability for such delegate’s acts, that if done by the Subadviser, would result in liability to the Subadviser.

Subadviser does not warrant that the portion of the assets of the Portfolio(s) managed by Subadviser will achieve any particular rate of return or that its performance will match that of any benchmark index or other standard or objective.

Adviser has delivered or will deliver to Subadviser current copies of the Trust’s Prospectus and Statement of Additional Information, and all applicable supplements thereof, and will promptly deliver to Subadviser all future amendments and supplements, if any.

Adviser will provide Subadviser access to a list of the affiliates of Adviser or the Portfolio(s) to which investment restrictions apply, which list will specifically identify (a) all companies in which the Portfolio(s) may not invest, together with ticker symbols and/or CUSIP numbers for all such companies, and (b) any affiliated brokers and any restrictions that apply to the use of those brokers by the Portfolio(s). Adviser will notify Subadviser any time a change to such list is made.

2. Portfolio Transactions. (a) The Subadviser is responsible for decisions to buy or sell securities and other investments for the assets of each Portfolio, broker-dealers, and negotiation of brokerage commission; provided, however, that such orders shall be consistent with Subadviser’s brokerage policy; conform with federal securities laws; and be consistent with seeking best execution. Subject to such policies as the Trustees may determine and, consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934

Act”), the Subadviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of the Subadviser’s having caused a Portfolio to pay a member of an exchange, broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another member of an exchange, broker or dealer would have charged for effecting that transaction, if the Subadviser determines in good faith that the execution was appropriate or the amount of commission was reasonable in relation to the value of the brokerage and/or research services provided by such member of an exchange, broker or dealer viewed in terms of either that particular transaction or the Subadviser’s overall responsibilities with respect to such Portfolio and to other clients as to which the Subadviser exercises investment discretion. In accordance with Section 11(a) of the 1934 Act and Rule 11a2-2(T) thereunder, and subject to any other applicable laws and regulations including Section 17(e) of the Act and Rule 17e-1 thereunder, the Subadviser may engage its affiliates, the Adviser and its affiliates or any other subadviser to the Trust and its respective affiliates, as broker-dealers to effect portfolio transactions in securities and other investments for a Portfolio. The Subadviser will promptly communicate to the Adviser and to the officers and the Trustees of the Trust such information relating to portfolio transactions as they may reasonably request. To the extent consistent with applicable law, the Subadviser may aggregate purchase or sell orders for the Portfolio with contemporaneous purchase or sell orders of other clients of the Subadviser or its affiliated persons. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Subadviser in the manner the Subadviser determines to be equitable and consistent with its and its affiliates’ fiduciary obligations to the Portfolio and to such other clients. The Adviser hereby acknowledges that such aggregation of orders may not result in more favorable pricing or lower brokerage commissions in all instances.

(b) Notwithstanding Section 2(a) above, for such purposes as obtaining investment research products and services, covering fees and expenses, the Adviser may direct the Subadviser to effect a specific percentage of a Portfolio’s transactions in securities and other investments to certain broker-dealers. In designating the use of a particular broker-dealer, the Adviser and Subadviser acknowledge:

(1)

All brokerage transactions are subject to best execution. As such, Subadviser will use its best efforts to direct non-risk commission transactions to a particular broker-dealer designated by the Adviser provided that the Subadviser obtains best execution;

(2)

Such direction may result in the Subadviser paying a higher commission, depending upon the Subadviser’s arrangements with the particular broker-dealer, or such other factors as market conditions, share values, capabilities of the particular broker-dealer, etc.;

(3)

If the Subadviser directs payments of an excessive amount of commissions, the executions may not be accomplished as rapidly. In addition, the Subadviser may forfeit the possible advantage derived

from the aggregation of multiple orders as a single “bunched” transaction where Subadviser would, in some instances, be in a better position to negotiate commissions; and

(4)

Subadviser does not make commitments to allocate fixed or definite amounts of commissions to brokers. As such the Subadviser may be unable to fulfill the Adviser’s request for direction due to the reasons stated above.

(c) With respect to any investments, including but not limited to repurchase and reverse repurchase agreements, derivatives contracts, futures contracts, International Swaps and Derivatives Association, Inc. (“ISDA”) Master Agreements and similar types of master agreements, and options on futures contracts, which are permitted to be made by the Subadviser in accordance with this Agreement and the investment objectives and strategies of the Portfolio(s), as outlined in the Registration Statement for the Portfolio(s), the Adviser hereby authorizes and directs the Subadviser to do and perform every act and thing whatsoever necessary or incidental in performing its duties and obligations under this Agreement, including, but not limited to, executing as agent, on behalf of the Portfolio(s), master and related agreements and other documents to establish, operate and conduct all brokerage, collateral or other trading accounts, and executing as agent, on behalf of the Portfolio(s), such agreements and other documentation as may be required for the purchase or sale, assignment, transfer and ownership of any permitted investment, including repurchase and derivative master agreements, including any schedules and annexes to such agreements, releases, consents, elections and confirmations. The Subadviser also is hereby authorized to instruct a Portfolio’s custodian with respect to any collateral management activities in connection with any derivatives transactions and to enter into standard industry protocol arrangements (including those published by ISDA). The Subadviser is also authorized to provide evidence of its authority to enter into such master and related agreements, including by delivering a copy of this provision. The Adviser acknowledges and understands that it will be bound by any such trading accounts established, and agreements and other documentation executed, by the Subadviser for such investment purposes and agrees to provide the Subadviser with tax information, governing documents, legal opinions and other information concerning the Portfolio(s) as may be reasonably necessary to complete such agreements and other documentation. The Subadviser is required to provide the Adviser with copies of the applicable agreements and documentation promptly upon request and to notify the Adviser of any claims by counterparties or financial intermediaries that a Portfolio has triggered an early termination or default provision or otherwise is out of compliance with the terms of the applicable agreement or that the counterparty is excused from performing under the agreement. The Subadviser is hereby authorized, to the extent required by regulatory agencies or market practice, to reveal the Trust and the Portfolio’s identity and address to any financial intermediary through which or with which financial instruments are traded or cleared.

4. Reports. The Adviser and the Subadviser agree to furnish to each other, if applicable, current prospectuses, statements of additional information, proxy statements, reports of shareholders, certified copies of their financial statements, and such other information with regard to their affairs and that of the Trust as each may reasonably request.

6. Proxy Voting. Subject to the prior approval by the Board of Trustees of the Trust and upon thirty (30) days’ written notice to the Subadviser (or such lesser or longer notice as is acceptable to the Subadviser), the Adviser reserves the right to delegate to the Subadviser responsibility for exercising voting rights for all or a specified portion of the securities held by a Portfolio. To the extent so delegated, the Subadviser will exercise voting rights with respect to securities held by a Portfolio in accordance with written proxy voting policies and procedures mutually agreed upon by the parties. To the extent the Adviser retains

the responsibility for voting proxies, the Subadviser agrees to provide input on certain proxy voting matters or proposals as may be reasonably requested by the Adviser.

7. Certain Records. The Subadviser hereby undertakes and agrees to maintain, in the form and for the period required by Rule 31a-2 under the Act, all records relating to the investments of the Portfolio(s) that are required to be maintained by the Trust pursuant to the requirements of Rule 31a-1 of the Act. Any records required to be maintained and preserved pursuant to the provisions of Rule 31a-1 and Rule 31a-2 promulgated under the Act which are prepared or maintained by the Subadviser on behalf of the Trust are the property of the Trust and will be surrendered promptly to the Trust or the Adviser on request.

8. Reference to the Subadviser. Neither the Trust nor the Adviser or any affiliate or agent thereof shall make reference to or use the name of the Subadviser or any of its affiliates in any advertising or promotional materials without the prior approval of the Subadviser, which approval shall not be unreasonably withheld.

9. Liability of the Subadviser. (a) In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties (“disabling conduct”) hereunder on the part of the Subadviser (and its officers, directors/trustees, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Subadviser), the Subadviser shall not be subject to liability to the Adviser (and its officers, directors/trustees, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Adviser) for any act or omission in the course of, or connected with, rendering services hereunder, including without limitation, any error of judgment or mistake of law or for any loss suffered by any of them in connection with the matters to which this Agreement relates, except to the extent specified in Section 36(b) of the Act concerning loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services. Except for such disabling conduct, the Adviser shall indemnify the Subadviser (and its officers, directors, partners, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Subadviser) from any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising from Subadviser’s rendering of services under this Agreement.

(b) The Subadviser agrees to indemnify and hold harmless the Adviser (and its officers, directors/trustees, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Adviser) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the Adviser and/or the Trust and their affiliates or such directors/trustees, officers or controlling persons become subject under the Act, 1933 Act, under other statutes, at common law or otherwise,

arising out of or resulting from any disabling conduct on the part of the Subadviser, including but not limited to any material failure by the Subadviser to comply with the provisions and representations and warranties set forth in Section 1 of this Agreement which arises out of or results from Subadviser’s disabling conduct; provided, however, that in no case is the Subadviser’s indemnity in favor of any person deemed to protect such other persons against any liability to which such person would otherwise be subject by reasons of willful misfeasance, bad faith, or gross negligence in the performance of his, her or its duties or by reason of his, her or its reckless disregard of obligations and duties under this Agreement.

10. Term of the Agreement. This Agreement shall continue in full force and effect with respect to each Portfolio until two years from the date hereof, and from year to year thereafter so long as such continuance is specifically approved at least annually (i) by the vote of a majority of those Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio voting separately from any other series of the Trust.

With respect to each Portfolio, this Agreement may be terminated at any time, without payment of a penalty by the Portfolio or the Trust, by vote of a majority of the Trustees, or by vote of a majority of the outstanding voting securities (as defined in the Act) of the Portfolio, voting separately from any other series of the Trust, or by the Adviser, on not less than 30 nor more than 60 days’ written notice to the Subadviser. With respect to each Portfolio, this Agreement may be terminated by the Subadviser at any time, without the payment of any penalty, on 90 days’ written notice to the Adviser and the Trust. The termination of this Agreement with respect to any Portfolio or the addition of any Portfolio to Schedule A hereto (in the manner required by the Act) shall not affect the continued effectiveness of this Agreement with respect to each other Portfolio subject hereto. This Agreement shall automatically terminate in the event of its assignment (as defined by the Act). This Agreement will also terminate in the event that the Advisory Agreement by and between the Trust and the Adviser is terminated. Notwithstanding the foregoing, in the event the SEC issues an order conditionally or unconditionally exempting such assignment from the provisions of Section 15(a) of the Act, this Agreement shall continue in full force and effect, subject to any terms or conditions of such order.

11. Severability. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby.

12. Amendments. This Agreement may be amended by mutual consent in writing, but the consent of the Trust must be obtained in conformity with the requirements of the Act.

14. Personal Liability. The Declaration of the Trust establishing the Trust (the “Declaration”), is on file in the office of the Secretary of the Commonwealth of Massachusetts, and, in accordance with that Declaration, no Trustee, shareholder, officer, employee or agent of the Trust shall be held to any personal liability, nor shall resort be had to their private property for satisfaction of any obligation or claim or otherwise in connection with the affairs of the Trust, but the “Trust Property,” as defined in the Declaration, only shall be liable.

15. Separate Series. Pursuant to the provisions of the Declaration, each Portfolio is a separate series of the Trust, and all debts, liabilities, obligations and expenses of a particular Portfolio shall be enforceable only against the assets of that Portfolio and not against the assets of any other Portfolio or of the Trust as a whole.

16. Confidentiality. (a) Each party will receive and hold any records or other information obtained pursuant to this Agreement (“confidential information”) in the strictest confidence, and acknowledges, represents, and warrants that it will use its reasonable best efforts to protect the confidentiality of this information. Each party agrees that, without the prior written consent of the other party, it will not use, copy, or divulge to third parties (other than such party’s respective Representatives (as defined below)) or otherwise use, except in accordance with the terms of this Agreement, any confidential information obtained from or through the other party in connection with this Agreement other than as reasonably necessary in the course of a Portfolio’s business, including, but not limited to, as may be requested by broker-dealers or third party firms conducting due diligence on the Portfolio; provided that such recipients are subject to reasonable obligations of confidentiality with respect to such confidential information and use such information only for the purposes of providing services to the Portfolio; provided, further, however, this covenant shall not apply to information which: (i) has been made publicly available by the other party or is otherwise in the public domain through no fault of the disclosing party; (ii) is within the legitimate possession of the disclosing party prior to its disclosure by such party and without any obligation of confidence; (iii) is lawfully received by the disclosing party from a third party when, to the best of such party’s knowledge and belief, such third party was not restricted from disclosing the information to such party; (iv) is independently developed by the disclosing party through persons who have not had access to, or knowledge of, the confidential information; or (v) is approved in writing for disclosure by the other party prior to its disclosure.

(e) For purposes of this Agreement, “Representatives” with respect to a party means such party’s representatives, directors, officers, investment and advisory committee members, employees, fund participants, rating agencies, professional advisers (including lawyers, accountants and investment bankers), affiliates or agents of such party who have a need to know confidential information. A party shall be responsible for enforcing compliance with this Agreement by its Representatives, if and to the extent such party has disclosed confidential information to any of them. The terms of this Section 16 are in addition to the terms of any other agreements between the parties or their affiliates.

such party in writing in accordance with this Section, and shall be deemed to have been properly given when delivered or mailed by electronic mail, by U.S. certified or registered mail, return receipt requested, postage prepaid, or by reputable courier service.


Subadviser:		Columbia Management Investment Advisers, LLC 290 Congress Street Boston, MA 02210 Attention: Gary Rawdon Email address: gary.rawdon@columbiathreadneedle.com

Adviser:		SunAmerica Asset Management, LLC 30 Hudson Street, 16th Floor Jersey City, NJ 07302 Attention: General Counsel Email address: SaamcoLegal@corebridgefinancial.com

18. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same Agreement. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com or www.echosign.com, or other applicable law) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

[Signature page follows]

SUBADVISORY AGREEMENT

This SUBADVISORY AGREEMENT (“Agreement”) is dated as of January 1, 2026, by and between SUNAMERICA ASSET MANAGEMENT, LLC, a Delaware limited liability company (the “Adviser”), and FRANKLIN ADVISERS, INC., a California corporation (the “Subadviser”).

WITNESSETH:

WHEREAS, the Adviser desires to retain the Subadviser to furnish investment advisory services to the investment portfolio(s) of the Trusts listed on Schedule A attached hereto (each, a “Portfolio,” and collectively, the “Portfolio(s)”), and the Subadviser is willing to furnish such services; and

WHEREAS, the Adviser desires the Subadviser to engage, pursuant to one or more written agreements (each, a “Subadvisory Affiliate Agreement”), one or more affiliates that the Subadviser controls, is controlled by or is under common control with (each, a “Subadviser Affiliate,” and collectively, the “Subadviser Affiliates”), that are registered as

investment advisers under the Advisers Act, to assist the Subadviser in discharging its obligations under this Agreement on the terms hereinafter set forth;

NOW, THEREFORE, it is hereby agreed between the parties hereto as follows:

1. Duties of the Subadviser. The Adviser hereby engages the services of the Subadviser in furtherance of the Advisory Agreements. Pursuant to this Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of the assets of each Portfolio. The Subadviser will determine, in its discretion and subject to the oversight and review of the Adviser, the securities and other investments or instruments to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser or the Trusts are required to maintain in accordance with Rule 31a-1 and Rule 31a-2 under the Act, and will render reports to the Adviser and to officers and Trustees of the Trusts, at such times and in such detail as shall be reasonable, concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Trustees of the Trusts and in compliance with such policies as the Trustees of the Trusts may from time to time establish, as provided promptly and in writing to the Subadviser from time to time, and in compliance with (a) the objectives, policies, restrictions and limitations for the Portfolio(s) as set forth in each Trust’s current prospectus and statement of additional information (together, the “Registration Statement”), as provided promptly by the Adviser to the Subadviser; and (b) applicable laws and regulations.

The Subadviser represents and warrants to the Adviser that it will manage the Portfolio(s) at all times (a) in compliance with all applicable federal and state laws, including securities, commodities and banking laws, governing its operations and investments; (b) the provisions of the Act and the rules and regulations adopted thereunder; (c) the objectives, policies, restrictions and limitations for the Portfolio(s) as set forth in each Trust’s current Registration Statement as most recently provided by the Adviser to the Subadviser; and (d) the policies and procedures as adopted by the Trustees of the Trusts provided in writing to the Subadviser. The Subadviser further represents and warrants to the Adviser that it will manage each Portfolio in compliance with Section 851(b)(2) and (3) of Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”) and Section 817(h) of Subchapter L of the Code, solely with respect to the assets of the Portfolio(s) which are under its management and based solely on information provided by the custodian of the Portfolio(s). Furthermore, the Adviser will work in conjunction with the Subadviser to undertake any corrective action that may be required as advised by a Portfolio’s tax advisor in a timely manner following quarter end in order to allow the Subadviser to resolve the issue within the 30- day cure period under the Code.

Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Securities and Exchange Commission (“SEC”) thereunder (the “1933 Act”) and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.

The Subadviser may delegate certain of the Subadviser’s duties hereunder to a Subadviser Affiliate, provided that any such arrangements are entered into in accordance with all applicable requirements of the Act and the terms of any applicable exemptive orders. The Subadviser acknowledges and agrees that any such delegation by the Subadviser shall in no way relieve the Subadviser of its duties and obligations hereunder, all such duties and obligations hereunder shall remain the sole responsibility of the Subadviser as if no such delegation had occurred, and the Subadviser, in accordance with Section 9 hereof, shall be fully responsible and liable for all actions or omissions to act by any Subadviser Affiliate. The Subadviser shall notify the Adviser promptly in writing at least seventy-five (75) days in advance in the event that a Subadvisory Affiliate Agreement is to be materially amended. The Subadviser acknowledges and agrees that the Subadviser Affiliates are not parties to this Agreement and are not intended beneficiaries of this Agreement and that they have no rights under this Agreement.

The Adviser acknowledges that the Subadviser and its delegates do not hold client money and/or custody assets.

2. Portfolio Transactions. The Subadviser (and any Subadviser Affiliate that is engaged pursuant to the terms of a Subadvisory Affiliate Agreement) is responsible for decisions, and is hereby authorized, to buy or sell securities and other investments or instruments for the Portfolio(s), broker-dealers, futures commission merchants’ and other counterparties selection, and negotiation of brokerage commission and futures commission merchants’ rates. As a general matter, in executing portfolio transactions, the Subadviser may employ or deal with such broker-dealers or futures commission merchants as may, in the Subadviser’s best judgment, provide prompt and reliable execution of the transactions at favorable prices and reasonable commission rates. In selecting such broker-dealers or futures commission merchants, the Subadviser shall consider all relevant factors including price (including the applicable brokerage commission, dealer spread or futures commission merchant rate), the size of the order, the nature of the market for the security or other investment, the timing of the transaction, the reputation, experience and financial stability of the broker-dealer or futures commission merchant involved, the quality of the service, the difficulty of execution, the execution capabilities and operational facilities of the firm involved, and, in the case of securities, the firm’s risk in positioning a block of securities. Subject to such policies as the Trustees may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), the Subadviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of the Subadviser’s having caused a Portfolio to pay a member of an exchange, broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another member of an exchange, broker or dealer would have charged for effecting that transaction, if the Subadviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such member of an exchange, broker or dealer viewed in terms of either that particular transaction or the Subadviser’s overall responsibilities with respect to such Portfolio and to other clients as to which the Subadviser exercises investment discretion. In accordance with Section 11(a) of the 1934 Act and Rule 11a2-2(T) thereunder, and subject to any other applicable laws and regulations including Section 17(e) of the Act and Rule 17e-1 thereunder, the Subadviser may engage its affiliates, the Adviser and its affiliates or any other subadviser to the Trusts and its respective affiliates, as broker-dealers or futures commission merchants to effect portfolio transactions in securities and other investments for a Portfolio. The Subadviser will promptly communicate to the Adviser and to the officers and the Trustees of the Trusts such information relating to portfolio transactions as they may reasonably request. To the extent consistent with applicable law, the Subadviser may aggregate purchase or sell orders for the Portfolio(s) with contemporaneous purchase or sell orders of other clients of the Subadviser or its affiliated persons. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Subadviser in the manner the Subadviser determines to be equitable and consistent with its and its affiliates’ fiduciary obligations to the Portfolio and to such other clients. The Adviser hereby acknowledges that such aggregation of orders may not result in more favorable pricing or lower brokerage commissions in all instances.

The Subadviser is authorized to exercise corporate actions with respect to equity and fixed income securities (including, but not limited to, dividends, warrants, rights offerings, tender offers, consents, restructurings, merger, reorganizations, recapitalizations, exchange, subscription, actions at debtholders meetings (and any other action relating to the exercise or enforcement of rights under, or the renegotiation of, the terms of a fixed income instrument)) for the Portfolio(s) in the Subadviser’s discretion. Further, the Subadviser is authorized to disclose confidential information about the Adviser, the Portfolio(s) and the Trusts to third parties as necessary for the Portfolio(s) to participate in any corporate actions for which it is eligible. The Adviser acknowledges that the Subadviser may not exercise a corporate action due to various factors, including, but not limited to, a Portfolio’s ineligibility to participate in such corporate action, the Subadviser’s lack of timely notice of the corporate action, the Subadviser’s inability to provide documentation within the period of time required for participation, or if the Subadviser otherwise determines that participation is not in the best interests of the Portfolio.

Subject to this Section 2, the Subadviser and any Subadviser Affiliates shall have the express authority to negotiate, open, continue and terminate brokerage accounts and other brokerage arrangements with respect to all portfolio transactions entered into by the Subadviser or any Subadviser Affiliates on behalf of the Portfolio(s).

other documentation. The Subadviser is required to provide the Adviser with copies of the applicable agreements and documentation promptly upon request and to notify the Adviser of any claims by counterparties or financial intermediaries that a Portfolio has triggered an early termination or default provision or otherwise is out of compliance with the terms of the applicable agreement or that the counterparty is excused from performing under the agreement. The Subadviser is hereby authorized, to the extent required by regulatory agencies or market practice, to reveal the identity of a Trust or a Portfolio and address to any financial intermediary through which or with which financial instruments are traded or cleared.

4. Reports. The Adviser agrees to furnish to the Subadviser current prospectuses, statements of additional information, proxy statements, reports of shareholders, certified copies of their financial statements (collectively, “Trusts Reports”) as soon as practicable after such Trusts Reports are available to the public, and such other information with regard to their affairs and that of the Trusts as the Subadviser may reasonably request. Adviser will provide Subadviser access to a list of the affiliates of Adviser or the Portfolio(s) to which investment

restrictions apply, which list will specifically identify (a) all companies in which the Portfolio(s) may not invest, together with ticker symbols and/or CUSIP numbers for all such companies, and (b) any affiliated brokers and any restrictions that apply to the use of those brokers by the Portfolio(s). Adviser will notify Subadviser any time a change to such list is made.

The Adviser has delivered or will deliver to the Subadviser current copies of the Trusts’ Prospectus and Statement of Additional Information, and all applicable supplements thereto. The Subadviser agrees to furnish to the Adviser and/or the Chief Compliance Officer of the Trusts and/or the Adviser (the “CCO”) with such information, certifications and reports as such persons may reasonably deem appropriate or may request from the Subadviser regarding the Subadviser’s and the Subadviser Affiliates’ compliance with applicable law, including: (i) Rule 206(4)-7 of the Advisers Act; (ii) the Federal Securities Laws, as defined in Rule 38a-1 under the Act; (iii) the Commodity Exchange Act; and (iv) any and all other laws, rules and regulations, whether foreign or domestic, in each case, applicable at any time to the operations of the Subadviser with respect to the provision of its services under this Agreement. The Subadviser shall make its officers and employees (including its Chief Compliance Officer) who are responsible for the Portfolio available, upon reasonable notice to the Subadviser, to the Adviser and/or the CCO from time to time to examine and review the Subadviser’s and the Subadviser Affiliates’ compliance program and adherence thereto.

5. Status of the Subadviser. The services of the Subadviser to the Adviser and the Trusts are not to be deemed exclusive, and the Subadviser shall be free to render similar services to others so long as its services to the Trusts are not impaired thereby. The Subadviser shall be deemed to be an independent contractor and shall, unless otherwise expressly provided or authorized, have no authority to act for or represent the Trusts in any way or otherwise be deemed an agent of the Trusts.

7. Certain Records. The Subadviser hereby undertakes and agrees to maintain, in the form and for the period required by Rule 31a-2 under the Act, all records relating to the investments of the Portfolio(s) that are required to be maintained by the Trusts pursuant to the requirements of Rule 31a-1 of the Act. Any records required to be maintained and preserved pursuant to the provisions of Rule 31a-1 and Rule 31a-2 promulgated under the Act which are

prepared or maintained by the Subadviser on behalf of the Trusts will be provided as soon as reasonably practicable to the Trusts or the Adviser upon request.

The Subadviser agrees that all accounts, books and other records maintained and preserved by it, and related to the Portfolio(s), as required hereby shall be subject at any time, and from time to time, to such reasonable periodic, special and other examinations by the SEC, the Trusts’ auditors, the Trusts or any representative of the Trusts, the Adviser, or any governmental agency or other instrumentality having regulatory authority over the Trusts.

8. Reference to the Subadviser. None of the Trusts, the Portfolio(s) or the Adviser or any affiliate or agent thereof shall make reference to or use the name or logo of the Subadviser or any of its affiliates in any advertising or promotional materials without the prior written approval of the Subadviser, prior to first use, which approval shall not be unreasonably withheld. Additionally, if substantive changes are made to such materials thereafter, the Portfolio(s) shall furnish to the Subadviser the updated material for approval prior to first use, which approval shall not be unreasonably withheld. Upon the termination of this Agreement, none of the Trusts, the Portfolio(s) or the Adviser or any affiliate or agent thereof shall make reference to or use the name or logo of the Subadviser or any of its affiliates in any advertising or promotional materials. Notwithstanding the above, for so long as the Subadviser serves as subadviser to the Portfolio(s), the Trusts, the Portfolio(s) and the Adviser may use the name or logo of the Subadviser or any of its affiliates (including but not limited to any Subadviser Affiliates) in the Registration Statement, shareholder reports, and other filings with the SEC, or after the Subadviser ceases to serve as subadviser, if such usage is solely for the purpose of meeting a disclosure obligation under laws, rules, regulations, statutes and codes, whether state or federal, without the Subadviser’s prior written consent.

9. Liability of the Subadviser. (a) In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties (“disabling conduct”) hereunder on the part of the Subadviser (and its officers, members, directors/trustees, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Subadviser) the Subadviser shall not be subject to liability to the Adviser (and its officers, directors/trustees, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Adviser) or to a Trust (and its officers, directors/trustees, agents, employees, controlling persons, shareholders and any other person or entity affiliated with such Trust) for any act or omission in the course of, or connected with, rendering services hereunder, including without limitation, any error of judgment or mistake of law or for any loss suffered by any of them in connection with the matters to which this Agreement relates, except to the extent specified in Section 36(b) of the Act concerning loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services. Except for such disabling conduct, the Adviser shall indemnify the Subadviser (and its officers, members, directors, partners, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Subadviser) from any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising from Subadviser’s conduct under this Agreement.

(b) The Subadviser agrees to indemnify and hold harmless the Adviser (and its officers, directors/trustees, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Adviser) and/or the Trusts (and their officers, directors/trustees, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Trusts) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the Adviser and/or the Trusts and their affiliates or such directors/trustees, officers or controlling person may become subject under the Act, the 1933 Act, under other statutes, common law or otherwise, which arise from the Subadviser’s disabling conduct, including but not limited to any material failure by the Subadviser to comply with the provisions and representations and warranties set forth in Section 1 of this Agreement; provided, however, that in no case is the Subadviser’s indemnity in favor of any person deemed to protect such other persons against any liability to which such person would otherwise be subject by reasons of willful misfeasance, bad faith, or gross negligence in the performance of his, her or its duties or by reason of his, her or its reckless disregard of obligations and duties under this Agreement.

10. Term of the Agreement. This Agreement shall continue in full force and effect with respect to each Portfolio of a Trust until two (2) years from the date this Agreement becomes effective with respect to such Portfolio, and from year to year thereafter so long as such continuance is specifically approved at least annually (i) by the vote of a majority of those Trustees of the respective Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Trustees of the respective Trust or by vote of a majority of the outstanding voting securities of the Portfolio voting separately from any other series of such Trust.

This Agreement will terminate in the event that the Advisory Agreement by and between the Trust and the Adviser is terminated.

11. Severability. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby.

12. Amendments. This Agreement may be amended by mutual consent in writing, but the consent of the Trusts must be obtained in conformity with the requirements of the Act.

13. Governing Law. This Agreement shall be construed in accordance with the laws of the State of New York and the applicable provisions of the Act. To the extent the applicable laws of the State of New York, or any of the provisions herein, conflict with the applicable provisions of the Act, the latter shall control.

14. Legal Matters. The Subadviser will not take any action or render advice involving legal action on behalf of the Trusts with respect to securities or other investments held in a Portfolio or the issuers thereof, which become the subject of legal notices or proceedings, including securities class actions and bankruptcies.

15. Personal Liability. The Declarations of Trust establishing each Trust (each, a “Declaration” and collectively, the “Declarations”), are on file in the office of the Secretary of the Commonwealth of Massachusetts, and, in accordance with each Declaration, no Trustee, shareholder, officer, employee or agent of the respective Trust shall be held to any personal liability, nor shall resort be had to their private property for satisfaction of any obligation or claim or otherwise in connection with the affairs of the respective Trust, but the respective “Trust Property,” as defined in the Declaration, only shall be liable.

16. Separate Series. Pursuant to the provisions of the Declarations, each Portfolio is a separate series of each Trust, and all debts, liabilities, obligations and expenses of a particular Portfolio shall be enforceable only against the assets of that Portfolio and not against the assets of any other Portfolio or of the respective Trust as a whole.

17. Confidentiality. (a) Each party will receive and hold any records or other information obtained pursuant to this Agreement (“confidential information”) in the strictest confidence, and acknowledges, represents, and warrants that it will use its reasonable best efforts to protect the confidentiality of this information. Each party agrees that, without the prior written consent of the other party, it will not use, copy, or divulge to third parties (other than such party’s respective Representatives (as defined below)) or otherwise use, except in accordance with the terms of this Agreement, any confidential information obtained from or through the other party in connection with this Agreement other than as reasonably necessary in the course of a Portfolio’s business, including, but not limited to, as may be requested by broker-dealers or third party firms conducting due diligence on the Portfolio; provided that such recipients must agree to protect the confidentiality of such confidential information and use such information only for the purposes of providing services to the Portfolio; provided, further, however, this covenant shall not apply to information which: (i) has been made publicly available by the other party or is otherwise in the public domain through no fault of the disclosing party; (ii) is within the legitimate possession of the disclosing party prior to its disclosure by such party and without any obligation of confidence; (iii) is lawfully received by the disclosing party from a third party when, to the best of such party’s knowledge and belief, such third party was not restricted from disclosing the information to such party; (iv) is

independently developed by the disclosing party through persons who have not had access to, or knowledge of, the confidential information; or (v) is approved in writing for disclosure by the other party prior to its disclosure.

(e) For purposes of this Agreement, “Representatives” with respect to a party means such party’s representatives, directors, officers, investment and advisory

committee members, employees, fund participants, rating agencies, professional advisers (including lawyers, accountants and investment bankers), affiliates or agents of such party who have a need to know confidential information. A party shall be responsible for enforcing compliance with this Agreement by its Representatives, if and to the extent such party has disclosed confidential information to any of them. The terms of this Section 17 are in addition to the terms of any other agreements between the parties or their affiliates.

18. Representations. By execution of this Agreement, Subadviser represents that it is duly registered as an investment adviser with the SEC pursuant to the Advisers Act and that it has electronically provided to the Adviser Part 2A of its registration on Form ADV prior to signing this Agreement.

19. Use of the Services of Others. In rendering the services required under this Agreement, Subadviser may, consistent with applicable law from time to time, employ, delegate, or associate with itself such affiliated or unaffiliated person or persons as it believes reasonably necessary to assist it in carrying out its obligations under this Agreement; provided, however, that any such delegation, notwithstanding the engagement of the Subadvisory Affiliates, shall not involve any such person serving as an “adviser” to the Portfolio within the meaning of the Act. Subadviser shall remain liable to Adviser for the performance of Subadviser’s and the Subadviser’s Affiliates’ obligations hereunder, and Adviser shall not be responsible for any fees that any such person may charge to Subadviser for such services.

20. Force Majeure. Notwithstanding anything in this Agreement to the contrary, Subadviser shall not be responsible or liable for its failure to perform under this Agreement or for any losses to the Portfolio(s) resulting from any event beyond the control of Subadviser, its Subadviser Affiliates, or its agents, including but not limited to, nationalization, strikes, expropriation, devaluation, seizure, or similar action by any governmental authority, de facto or de jure; or enactment, promulgation, imposition or enforcement by any such governmental authority of currency restrictions, exchange controls, levies or other charges affecting the assets of the Portfolio(s); or any order or regulation of any banking or securities industry, including changes in market rules and market conditions affecting the execution or settlement of transactions; or acts of war, terrorism, insurrection or revolution; or acts of God, or any other similar event.

21. Notices. All notices required or permitted to be given under this Agreement shall be in writing, shall specifically refer to this Agreement, and shall be addressed to the appropriate party at the address specified below, or such other address as may be specified by such party in writing in accordance with this Section, and shall be deemed to have been properly given when delivered or mailed by electronic mail, by U.S. certified or registered mail, return receipt requested, postage prepaid, or by reputable courier service.


Subadviser:		Franklin Advisers, Inc. One Franklin Parkway San Mateo, CA 94403-1906 Attention: General Counsel Email address: DCST@franklintempleton.com

Adviser:		SunAmerica Asset Management, LLC 30 Hudson Street, 16th Floor Jersey City, NJ 07302 Attention: General Counsel Email address: SAAMCoLegal@corebridgefinancial.com

22. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same Agreement. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com or www.echosign.com, or other applicable law) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

[Signature page follows]

SCHEDULE A

Effective January 1, 2026


SAST Portfolio(s)		Annual Rate (as a percentage of the average daily net assets the Subadviser manages in the Portfolio)

SA Franklin Systematic U.S. Large Cap Core Portfolio		Omitted

SA Franklin Systematic U.S. Large Cap Value Portfolio		Omitted

SA Franklin Tactical Opportunities Portfolio		Omitted

SST Portfolio(s)		Annual Rate (as a percentage of the average daily net assets the Subadviser manages in the Portfolio)

SA Franklin Allocation Moderately Aggressive Portfolio		Omitted

SUBADVISORY AGREEMENT

BETWEEN SUNAMERICA ASSET MANAGEMENT, LLC

and

GOLDMAN SACHS ASSET MANAGEMENT, L.P.,

a separate operating division of

GOLDMAN, SACHS & CO.

It is hereby agreed by and between SUNAMERICA ASSET MANAGEMENT, LLC (the “Adviser”) and GOLDMAN SACHS ASSET MANAGEMENT, L.P., a separate operating division of GOLDMAN, SACHS & CO. (“Subadviser”) as follows:

Duties of Subadviser. Adviser hereby engages the services of Subadviser in furtherance of its Investment Advisory and Management Agreement with Seasons Series Trust (the “Trust”) dated as of January 1, 2026, as amended from time to time (the “Advisory Agreement”). Pursuant to this Subadvisory Agreement (“Agreement”) and subject to the oversight and review of Adviser, Subadviser will manage the investment and reinvestment of a portion of the assets of the portfolio or portfolios (the “Portfolio(s)”) listed on Schedule A attached hereto. In this regard, Subadviser will determine in its discretion the securities to be purchased or sold, will provide Adviser with records concerning its activities which Adviser or the Trust is required to maintain, and will render regular reports to Adviser and to officers and Trustees of the Trust concerning its discharge of the foregoing responsibilities. Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Trustees of the Trust and in compliance with such policies as the Trustees of the Trust may from time to time establish, and in compliance with the objectives, policies, and limitations for the Portfolio(s) set forth in the Trust’s current prospectus and statement of additional information (together, the “Registration Statement”), and applicable laws and regulations. Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreement.

Portfolio Transactions. Subadviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities and is directed to use its best efforts to

obtain the best price and execution. Subject to policies established by the Trustees of the Trust, Subadviser may also be authorized to effect individual securities transactions at commission rates in excess of the minimum commission rates available, if Subadviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or Subadviser’s overall responsibilities with respect to a Portfolio, other portfolios of the Trust and other clients of Subadviser. The execution of such transactions shall not be deemed to represent an unlawful act or breach of any duty created by this Agreement or otherwise. Subadviser will promptly communicate to Adviser and to the officers and the Trustees of the Trust such information relating to portfolio transactions as they may reasonably request.

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Compensation of Subadviser. The Subadviser shall not be entitled to receive any payment from the Trust and shall look solely and exclusively to the Adviser for payment of all fees for the services rendered, facilities furnished and expenses paid by it hereunder. As full compensation for the Subadviser under this Agreement, the Adviser agrees to pay to the Subadviser a fee at the annual rates set forth in Schedule A hereto with respect to the assets managed by the Subadviser for each Portfolio listed thereon. Such fee shall be accrued daily and paid monthly as soon as practicable after the end of each month (i.e., the applicable annual fee rate divided by 365 applied to each prior day’s net assets in order to calculate the daily accrual). If the Subadviser shall provide its services under this Agreement for less than the whole of any month, the foregoing compensation shall be prorated.

Reports. Adviser and Subadviser agree to furnish to each other, if applicable, current prospectuses, statements of additional information, proxy statements, reports of shareholders, certified copies of their financial statements, and such other information with regard to their affairs and that of the Trust as each may reasonably request.

Status of Subadviser. The services of Subadviser to Adviser and the Trust are not to be deemed exclusive, and Subadviser shall be free to render similar services to others so long as its services to the Trust are not impaired thereby. Subadviser shall be deemed to be an independent contractor and shall, unless otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust.

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Proxy Voting. Subject to the prior approval by the Board of Trustees of the Trust and upon thirty (30) days’ written notice (the “Notice”) to the Subadviser (or such lesser or longer notice as is acceptable to the Subadviser), the Adviser reserves the right to delegate to the

Subadviser responsibility for exercising voting rights for all or a specified portion of the securities held by a Portfolio, effective as of a date specified in the Notice (the “Effective Date”). To the extent so delegated, the Subadviser, beginning on the Effective Date, will exercise voting rights with respect to securities held by a Portfolio in accordance with written proxy voting policies and procedures mutually agreed upon by the parties. To the extent the Adviser retains the responsibility for voting proxies, the Subadviser agrees to provide input on certain proxy voting matters or proposals as may be reasonably requested by the Adviser.

Certain Records. Subadviser hereby undertakes and agrees to maintain, in the form and for the period required by Rule 31a-2 under the Act, all records relating to a Portfolio’s investments that are required to be maintained by the Trust pursuant to the requirements of Rule 31a-1 of the Act. Any records required to be maintained and preserved pursuant to the provisions of Rule 31a-1 and Rule 31a-2 promulgated under the Act which are prepared or maintained by Subadviser on behalf of the Trust are the property of the Trust and will be surrendered promptly to the Trust or Adviser on request.

Subadviser agrees that all accounts, books and other records maintained and preserved by it as required hereby shall be subject at any time, and from time to time, to such reasonable periodic, special and other examinations by the SEC, the Trust’s auditors, the Trust or any representative of the Trust, the Adviser, or any governmental agency or other instrumentality having regulatory authority over the Trust.

Reference to Subadviser. Neither the Trust nor Adviser or any affiliate or agent thereof shall make reference to or use the name of Subadviser or any of its affiliates in any advertising or promotional materials without the prior approval of Subadviser, which approval shall not be unreasonably withheld. Subadviser agrees to notify Adviser of any changes in the membership of the general partners of Subadviser as soon as practicable prior to such change.

Liability of Subadviser. In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties (“disabling conduct”) hereunder on the part of Subadviser (and its officers, directors, agents, partners, employees, controlling persons,

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shareholders and any other person or entity affiliated with Subadviser (“associated persons”)), Subadviser and its associated persons shall not be subject to liability to the Adviser or to any other person for any act or omission in the course of, or connected with, rendering services hereunder (including, without limitation, as a result of failure by Adviser to comply with this Agreement or as a result of any error of judgment or mistake of law or for any loss suffered by Advisor or any other person in connection with the matters to which this Agreement relates), except to the extent specified in Section 36(b) of the Act concerning loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services.

Adviser hereby indemnifies, defends and protects Subadviser and holds Subadviser and its associated persons harmless from and against any and all claims, demands, actions, losses, damages, liabilities, costs, charges, counsel fees and expenses of any nature (“Losses”) arising out of (i) any inaccuracy or omission in any prospectus, registration statement, annual report or proxy statement or advertising or promotional material pertaining to the Portfolio (“Documents”) to the extent such Document contains information not supplied to Adviser by Subadviser for inclusion in such Document, (ii) any breach of Adviser of any representation or agreement contained in this Agreement, and (iii) any action taken or omitted to be taken by Subadviser pursuant to this Agreement, except to the extent such Losses result from Subadviser’s breach of this Agreement or Subadviser’s disabling conduct. Subadviser hereby indemnifies, defends and protects Adviser and holds Adviser harmless from and against any and all Losses arising out of Subadviser’s disabling conduct.

The Subadviser shall not be liable to the Adviser for (i) any acts of the Adviser or any other subadviser to the Portfolio with respect to the portion of the assets of a Portfolio not managed by Subadviser and (ii) acts of the Subadviser which result from acts of the Adviser, including, but not limited to, a failure of the Adviser to provide accurate and current information with respect to any records maintained by Adviser or any other subadviser to a Portfolio, which records are not also maintained by or otherwise available to the Subadviser upon reasonable request. The Adviser agrees that Subadviser shall manage the portion of the assets of a Portfolio allocated to it as if it was a separate operating series and shall comply with Section 1 of this Agreement (including, but not limited to, the investment objectives, policies and restrictions applicable to a Portfolio and qualifications of a Portfolio as a regulated investment company under the Code) with respect to the portion of assets of a Portfolio allocated to Subadviser. The Adviser shall indemnify the Subadviser and its associated persons from any liability arising from the conduct of the Adviser and any other subadviser with respect to the portion of a Portfolio’s assets not allocated to Subadviser.

10.

Duration and Termination. This Agreement shall continue in full force and effect with respect to each Portfolio until two (2) years from the date hereof, and from year to year thereafter so long as such continuance is specifically approved at least annually (i) by the vote of a majority of those Trustees of the Trust who are not parties to this Agreement or interested

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persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio voting separately from any other series of the Trust.

This Agreement will terminate in the event that the Advisory Agreement by and between the Trust and the Adviser is terminated.

11.

Severability. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby.

12.

Amendments. This Agreement may be amended by mutual consent in writing, but the consent of the Trust must be obtained in conformity with the requirements of the Act.

13.

Governing Law. This Agreement shall be construed in accordance with the laws of the State of New York and the applicable provisions of the Act. To the extent the applicable laws of the State of New York, or any of the provisions herein, conflict with the applicable provisions of the Act, the latter shall control.

14.

Personal Liability. The Declaration of the Trust establishing the Trust (the “Declaration”), is on file in the office of the Secretary of the Commonwealth of Massachusetts, and, in accordance with that Declaration, no Trustee, shareholder, officer, employee or agent of the Trust shall be held to any personal liability, nor shall resort be had to their private property for satisfaction of any obligation or claim or otherwise in connection with the affairs of the Trust, but the “Trust Property,” as defined in the Declaration, only shall be liable.

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15.

Separate Series. Pursuant to the provisions of the Declaration, each Portfolio is a separate series of the Trust, and all debts, liabilities, obligations and expenses of a particular Portfolio shall be enforceable only against the assets of that Portfolio and not against the assets of any other Portfolio or of the Trust as a whole.

16.

Confidentiality. (a) Each party will receive and hold any records or other information obtained pursuant to this Agreement (“confidential information”) in the strictest confidence, and acknowledges, represents, and warrants that it will use its reasonable best efforts to protect the confidentiality of this information. Each party agrees that, without the prior written consent of the other party, it will not use, copy, or divulge to third parties (other than such party’s respective Representatives (as defined below)) or otherwise use, except in accordance with the terms of this Agreement, any confidential information obtained from or through the other party in connection with this Agreement other than as reasonably necessary in the course of a Portfolio’s business, including, but not limited to, as may be requested by broker-dealers or third party firms conducting due diligence on the Portfolio; provided that such recipients must agree to protect the confidentiality of such confidential information and use such information only for the purposes of providing services to the Portfolio; provided, further, however, this covenant shall not apply to information which: (i) has been made publicly available by the other party or is otherwise in the public domain through no fault of the disclosing party; (ii) is within the legitimate possession of the disclosing party prior to its disclosure by such party and without any obligation of confidence; (iii) is lawfully received by the disclosing party from a third party when, to the best of such party’s knowledge and belief, such third party was not restricted from disclosing the information to such party; (iv) is independently developed by the disclosing party through persons who have not had access to, or knowledge of, the confidential information; or (v) is approved in writing for disclosure by the other party prior to its disclosure.

(c) To the extent that any confidential information may include materials subject to the attorney-client privilege, work product doctrine or any other applicable privilege

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concerning pending or threatened legal proceedings or governmental investigations, each party agrees that they have a commonality of interest with respect to such matters and it is their mutual desire, intention and understanding that the sharing of such material is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or its continued protection under the attorney-client privilege, work product doctrine or other applicable privilege. All confidential information furnished by either party to the other or such other party’s Representatives hereunder that is entitled to protection under the attorney-client privilege, work product doctrine or other applicable privilege shall remain entitled to such protection under such privileges, this Agreement, and under the joint defense doctrine.

(e) For purposes of this Agreement, “Representatives” with respect to a party means such party’s representatives, directors, officers, investment and advisory committee members, employees, fund participants, rating agencies, professional advisers (including lawyers, accountants and investment bankers), affiliates or agents of such party who have a need to know confidential information. A party shall be responsible for enforcing compliance with this Agreement by its Representatives, if and to the extent such party has disclosed confidential information to any of them. The terms of this Section 16 are in addition to the terms of any other agreements between the parties or their affiliates.

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17.

Notices. All notices required or permitted to be given under this Agreement shall be in writing, shall specifically refer to this Agreement, and shall be addressed to the appropriate party at the address specified below, or such other address as may be specified by such party in writing in accordance with this Section, and shall be deemed to have been properly given when delivered or mailed by electronic mail, by U.S. certified or registered mail, return receipt requested, postage prepaid, or by reputable courier service.


Subadviser:		Goldman Sachs Asset Management, L.P. 200 West Street New York, NY 10282 Attention: Marci Green Email address: marci.green@gs.com with a copy to AIMS-legal@gs.com

Adviser:		SunAmerica Asset Management, LLC 30 Hudson Street, 16th Floor Jersey City, NJ 07302 Attention: General Counsel Email address: SaamcoLegal@corebridgefinancial.com

18.

Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same Agreement. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com or www.echosign.com, or other applicable law) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

[Signature page follows]

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SUBADVISORY AGREEMENT

This SUBADVISORY AGREEMENT (“Agreement”) is dated as of January 1, 2026, by and between SUNAMERICA ASSET MANAGEMENT, LLC, a Delaware limited liability company (the “Adviser”), and J.P. MORGAN INVESTMENT MANAGEMENT INC., a Delaware corporation (the “Subadviser”).

WITNESSETH:

WHEREAS, the Trust is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company and may issue unlimited shares of beneficial interest in separately designated portfolios representing separate funds with their own investment objectives, policies and purposes; and

WHEREAS, the Subadviser is engaged in the business of rendering investment advisory services and is an “investment adviser” as defined under the Investment Advisers Act of 1940, as amended; and

WHEREAS, the Adviser desires to retain the Subadviser to furnish investment advisory services to the investment portfolio or portfolios of the Trust listed on Schedule A attached hereto (the “Portfolio(s)”), and the Subadviser is willing to furnish such services;

NOW, THEREFORE, it is hereby agreed between the parties hereto as follows:

1. Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of the Advisory Agreement with the Trust. Pursuant to this Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Portfolio listed on Schedule A attached hereto. The Subadviser will determine, in its discretion and subject to the oversight and review of the Adviser, the securities to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser or the Trust is required to maintain, and will render regular reports to the Adviser and to officers and Trustees of the Trust concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Trustees of the Trust and in compliance with such policies as the Trustees of the Trust may from time to time establish and communicate to the Subadviser, and in compliance with (a) the objectives, policies, and limitations for the Portfolio(s) set forth in the Trust’s current prospectus and statement of additional information (together, the “Registration Statement”), and (b) applicable laws and

regulations. The Subadviser shall manage the portion of the assets of a Portfolio allocated to it as if it was a separate operating portfolio and the provisions, representations and warranties of this Section 1 of the Agreement shall apply only to the portion of the assets of a Portfolio managed by the Subadviser.

The Subadviser represents and warrants to the Adviser that it will manage the portion of the assets allocated to it of each Portfolio set forth in Schedule A in compliance with all applicable federal and state laws, including securities, commodities and banking laws, governing its operations and investments. Without limiting the foregoing, and subject to Section 12(c) hereof, the Subadviser represents and warrants that it will manage the portion of the assets allocated to it of each Portfolio in compliance with (a) the diversification requirements specified in the Internal Revenue Service’s regulations under Section 817(h) of the Internal Revenue Code of 1986, as amended (the “Code”); (b) the provisions of the 1940 Act and rules adopted thereunder; (c) any applicable state insurance law that Adviser notifies the Subadviser is applicable to the investment management of the Portfolio; (d) the objectives, policies, restrictions and limitations for the Portfolio(s) as set forth in the Trust’s current Registration Statement as most recently provided by the Adviser to the Subadviser; and (e) the policies and procedures as adopted by the Trustees of the Trust and communicated to the Subadviser. The Adviser agrees that it, and not the Subadviser, shall be solely responsible for insuring that each Portfolio set forth in Schedule A managed by the Subadviser (i) qualifies as a “regulated investment company” under Subchapter M, chapter 1 of the Code; and (ii) complies with any limits in its current prospectus or statement of additional information concerning concentration of investments or the amount of assets that may be invested by the Portfolio in any one or more securities. Should the Adviser determine that the Portfolio is not in compliance with Subchapter M, chapter 1 of the Code, the Subadviser agrees to follow instructions of the Adviser to remedy such non-compliance. The Subadviser shall furnish information to the Adviser, as requested, for purposes of compliance with the distribution requirements necessary to avoid payment of any excise tax pursuant to Section 4982 of the Code.

The Subadviser further represents and warrants that to the extent that any statements or omissions made in any Registration Statement for the variable annuity contracts which offer the Portfolio(s) or shares of the Trust, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Securities and Exchange Commission (“SEC”) thereunder (the “1933 Act”) and the 1940 Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.

2. Custody of Assets. The Subadviser shall have no responsibility with respect to the collection of income, physical acquisition or the safekeeping of the assets of the Portfolio. All such duties of collection, physical acquisition and safekeeping shall be the sole obligation of the Portfolio’s custodian. The Trust and Adviser shall have full responsibility for the payment of all taxes due on capital or income held or collected for the Portfolio and the filing of any returns in connection therewith or otherwise required by law. The Trust and Adviser shall direct the Portfolio’s custodian to comply with all investment instructions given by Subadviser with respect to the Portfolio. The Portfolio’s custodian shall provide the Subadviser with daily reports regarding the cash levels in the Portfolio. The Trust and Adviser shall provide Subadviser with reasonable advance notice of any subsequent changes in the Portfolio’s custodian.

3. Portfolio Transactions. (a) The Subadviser is responsible for decisions to buy or sell securities and other investments for a portion of the assets of each Portfolio, broker-dealers and futures commission merchants’ selection, and negotiation of brokerage commission and futures commission merchants’ rates. As a general matter, in executing portfolio transactions, the Subadviser may employ or deal with such broker-dealers or futures commission merchants as may, in the Subadviser’s best judgment, provide prompt and reliable execution of the transactions at favorable prices and reasonable commission rates. In selecting such broker-dealers or futures commission merchants, the Subadviser shall consider all relevant factors including price (including the applicable brokerage commission, dealer spread or futures commission merchant rate), the size of the order, the nature of the market for the security or other investment, the timing of the transaction, the reputation, experience and financial stability of the broker-dealer or futures commission merchant involved, the quality of the service, the difficulty of execution, the execution capabilities and operational facilities of the firm involved, and, in the case of securities, the firm’s risk in positioning a block of securities. Subject to such policies as the Trustees may determine and, consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), the Subadviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of the Subadviser’s having caused a Portfolio to pay a member of an exchange, broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another member of an exchange, broker or dealer would have charged for effecting that transaction, if the Subadviser determines in good faith that such amount of commission was reasonable in relation to the

value of the brokerage and research services provided by such member of an exchange, broker or dealer viewed in terms of either that particular transaction or the Subadviser’s overall responsibilities with respect to such Portfolio and to other clients as to which the Subadviser exercises investment discretion. In accordance with Section 11(a) of the 1934 Act and Rule 11a2-2(T) thereunder, and subject to any other applicable laws and regulations including Section 17(e) of the 1940 Act and Rule 17e-1 thereunder, the Subadviser may engage its affiliates, the Adviser and its affiliates or any other subadviser to the Trust and its respective affiliates, as broker-dealers or futures commission merchants to effect portfolio transactions in securities and other investments for a Portfolio. The Subadviser will promptly communicate to the Adviser and to the officers and the Trustees of the Trust such information relating to portfolio transactions as they may reasonably request, including but not limited to, reports prepared by independent third parties relating to the execution costs of such transactions. To the extent consistent with applicable law, the Subadviser may aggregate purchase or sell orders for the Portfolio with contemporaneous purchase or sell orders of other clients of the Subadviser or its affiliated persons. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Subadviser in the manner the Subadviser determines to be equitable and consistent with its and its affiliates’ fiduciary obligations to the Portfolio and to such other clients. The Adviser hereby acknowledges that such aggregation of orders may not result in more favorable pricing or lower brokerage commissions in all instances.

(b) Notwithstanding Section 3(a) above, for such purposes as obtaining investment research products and services, covering fees and expenses, the Adviser may request the Subadviser to effect a specific percentage of the transactions in securities and other investments it effects on behalf of the Portfolio with certain broker-dealers and futures commission merchants. In designating the use of a particular broker-dealer or futures commission merchant, the Adviser and Subadviser acknowledge and agree that all brokerage transactions are subject to best execution. As such, the Subadviser will use its best efforts to direct non-risk commission transactions to a particular broker-dealer or futures commission merchant designated by the Adviser provided that the Subadviser obtains best execution. The Adviser acknowledges that the Subadviser may be unable to fulfill the Adviser’s request for direction for a number of reasons, including, but not limited to: (1) such direction may result in the Subadviser paying a higher commission, depending upon the Subadviser’s arrangements with the particular broker-dealer or futures commission merchant, or such other factors as market conditions, share values, capabilities of the particular broker-dealer or futures commission merchant, etc; (2) if the Subadviser directs payments of an excessive amount of commissions, the executions may not be accomplished as rapidly; (3) the Subadviser may forfeit the possible advantage derived from the aggregation of multiple orders as a single “bunched” transaction where the Subadviser would, in some instances, be in a better position to negotiate commissions; and (4) the Subadviser does not make commitments to allocate fixed or definite amounts of commissions to brokers.

Subadviser in accordance with this Agreement and the investment objectives and strategies of the Portfolio(s), as outlined in the Registration Statement for the Portfolio(s), the Adviser hereby authorizes and directs the Subadviser to do and perform every act and thing whatsoever necessary or incidental in performing its duties and obligations under this Agreement, including, but not limited to, executing as agent, on behalf of the Portfolio(s), master and related agreements and other documents to establish, operate and conduct all brokerage, collateral or other trading accounts, and executing as agent, on behalf of the Portfolio(s), such agreements and other documentation as may be required for the purchase or sale, assignment, transfer and ownership of any permitted investment, including repurchase and derivative master agreements, including any schedules and annexes to such agreements, releases, consents, elections and confirmations. The Subadviser also is hereby authorized to instruct a Portfolio’s custodian with respect to any collateral management activities in connection with any derivatives transactions and to enter into standard industry protocol arrangements (including those published by ISDA). The Subadviser is also authorized to provide evidence of its authority to enter into such master and related agreements, including by delivering a copy of this provision. The Adviser acknowledges and understands: (i) that the Subadviser will rely on representations, warranties and covenants made by the Adviser when entering into such agreements and when entering into derivatives transactions on behalf of the Portfolio(s); and (ii) that it will be bound by any such trading accounts established, and agreements and other documentation executed, by the Subadviser for such investment purposes and agrees to provide the Subadviser with tax information, governing documents, representations, warranties and covenants, legal opinions and other information concerning the Portfolio(s) as may be reasonably necessary to complete such agreements and other documentation. The Subadviser is required to provide the Adviser with copies of the applicable agreements and documentation promptly upon request and to notify the Adviser of any claims by counterparties or financial intermediaries that a Portfolio has triggered an early termination or default provision or otherwise is out of compliance with the terms of the applicable agreement or that the counterparty is excused from performing under the agreement. The Subadviser is hereby authorized, to the extent required by regulatory agencies or market practice, to reveal the Trust and the Portfolio’s identity and address to any financial intermediary through which or with which financial instruments are traded or cleared.

the Adviser regarding close-out, novation or continuation of positions under the agreements and retention of accounts or transfer of such accounts, which the Adviser shall determine in its sole discretion. If instructed by the Adviser to do so, the Subadviser shall close out open positions and transfer financial instruments in accordance with the Adviser’s instructions.

4. Compensation of the Subadviser. The Subadviser shall not be entitled to receive any payment from the Trust and shall look solely and exclusively to the Adviser for payment of all fees for the services rendered, facilities furnished and expenses paid by it hereunder. As full compensation for the Subadviser under this Agreement, the Adviser agrees to pay to the Subadviser a fee at the annual rates set forth in Schedule A hereto with respect to the portion of the assets managed by the Subadviser for each Portfolio listed thereon. Such fee shall be accrued daily and paid monthly as soon as practicable after the end of each month. If the Subadviser shall provide its services under this Agreement for less than the whole of any month, the foregoing compensation shall be prorated.

5. Other Services. At the request of the Trust or the Adviser, the Subadviser in its discretion may make available to the Trust, office facilities, equipment, personnel and other services

6. in order to facilitate meetings or other similar functions. Such office facilities, equipment, personnel and services shall be provided for or rendered by the Subadviser and billed to the Trust or the Adviser at the Subadviser’s cost.

7. Reports. The Trust, the Adviser and the Subadviser agree to furnish to each other, if applicable, current prospectuses, statements of additional information, proxy statements, reports of shareholders, certified copies of their financial statements, and such other information with regard to their affairs and that of the Trust as each may reasonably request.

8. Status of the Subadviser. The services of the Subadviser to the Adviser and the Trust are not to be deemed exclusive, and the Subadviser shall be free to render similar services to others. The Subadviser shall be deemed to be an independent contractor and shall, unless otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust.

9. Advertising. Subadviser shall not provide or in any way distribute any sales or advertising materials, whether or not related to the Trust, to any employee or representative of AIG Capital Services, Inc. (“ACS”) or its affiliates, including wholesaling personnel, unless such material has been received and approved, in writing, by the Adviser.

10. Proxy Voting. Subject to the prior approval by the Board of Trustees of the Trust and upon thirty (30) days’ written notice to the Subadviser (or such lesser or longer notice as is acceptable to the Subadviser), the Adviser reserves the right to delegate to the Subadviser responsibility for exercising voting rights for all of the securities held by the Subadviser’s allocated portion of the Portfolio. To the extent so delegated, the Subadviser will exercise voting rights with respect to securities held by a Portfolio in accordance with the Subadviser’s written proxy voting policies and procedures, subject to the Subadviser’s receipt

of all necessary voting materials and to such reasonable reporting and other requirements as shall be established by the Adviser. Under these circumstances, the Adviser agrees to instruct the Portfolio(s) custodian to forward all proxy materials and related shareholder communications to the designee provided by the Subadviser promptly upon receipt. The Subadviser shall not be liable with regard to voting of proxies if the proxy materials and related communications are not received in a timely manner. To the extent the Adviser retains the responsibility for voting proxies, the Subadviser agrees to provide input on certain proxy voting matters or proposals as may be reasonably requested by the Adviser.

11. Certain Records. The Subadviser hereby undertakes and agrees to maintain, in the form and for the period required by Rule 31a-2 under the 1940 Act, all records relating to the investments of the Portfolio(s) that are required to be maintained by the Trust pursuant to the requirements of Rule 31a-1 of the 1940 Act. Any records required to be maintained and preserved pursuant to the provisions of Rule 31a-1 and Rule 31a-2 promulgated under the 1940 Act which are prepared or maintained by the Subadviser on behalf of the Trust are the property of the Trust and will be surrendered promptly to the Trust or the Adviser on request; provided, however, that the Subadviser may retain copies of any records to the extent required for it to comply with applicable laws. The Subadviser further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the records relating to its activities hereunder required to be maintained by Rule 31a-1 under the 1940 Act. Notwithstanding the foregoing, Subadviser has no responsibility for the maintenance of the records of the Trust, except for those related to the Portfolio(s).

12. Reference to the Subadviser. Neither the Trust nor the Adviser or any affiliate or agent thereof shall make reference to or use the name of the Subadviser or any of its affiliates in any advertising or promotional materials without the prior approval of the Subadviser, which approval shall not be unreasonably withheld. Additionally, if substantive changes are made to such materials thereafter, the Portfolio shall furnish to the Subadviser the updated material for approval prior to first use, which approval shall not be unreasonably withheld. Upon the termination of this Agreement, none of the Trust, the Portfolio or the Adviser or any affiliate or agent thereof shall make reference to or use the name or logo of the Subadviser or any of its affiliates in any advertising or promotional materials. Notwithstanding the above, for so long as the Subadviser serves as subadviser to the Portfolio, the Trust, the Portfolio and the Adviser may use the name “J.P. Morgan Investment Management Inc.” or “JPMorgan” in the Registration Statement, shareholder reports, and other filings with the SEC, or after the Subadviser ceases to serve as subadviser, if such usage is for the purpose of meeting a disclosure obligation under laws, rules, regulations, statutes and codes, whether state or federal, without the Subadviser’s prior consent.

13. Liability of the Subadviser. (a) In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties (“disabling conduct”)

hereunder on the part of the Subadviser (and its officers, directors/trustees, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Subadviser), the Subadviser shall not be subject to liability to the Adviser (and its officers, directors/trustees, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Adviser) or to the Trust (and its officers, directors/trustees, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Trust) for any act or omission in the course of, or connected with, rendering services hereunder, including without limitation, any error of judgment or mistake of law or for any loss suffered by any of them in connection with the matters to which this Agreement relates, except to the extent specified in Section 36(b) of the 1940 Act concerning loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services. Except for such disabling conduct, the Adviser shall indemnify the Subadviser (and its officers, directors/trustees, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Subadviser) from any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising from Subadviser’s rendering of services under this Agreement.

(b) The Subadviser agrees to indemnify and hold harmless the Adviser (and its officers, directors/trustees, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Adviser) and/or the Trust (and its officers, directors/trustees, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Trust) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the Adviser and/or the Trust and their affiliates or such officers, directors/trustees, agents, employees, controlling persons and shareholders may become subject under the 1940 Act, the 1933 Act, under other statutes, common law or otherwise, which arise from the Subadviser’s disabling conduct, including but not limited to a failure by the Subadviser to comply with the diversification requirements specified in the Internal Revenue Service’s regulations under Section 817(h) of the Code; provided, however, that in no case is the Subadviser’s indemnity in favor of any person deemed to protect such other persons against any liability to which such person would otherwise be subject by reasons of willful misfeasance, bad faith, or gross negligence in the performance of his, her or its duties or by reason of his, her or its reckless disregard of obligations and duties under this Agreement.

(c) The Subadviser shall not be liable to the Adviser for (i) any acts of the Adviser or any other subadviser to the Portfolio with respect to the portion of the assets of a Portfolio not managed by Subadviser; and (ii) reasonable acts of the Subadviser which result from a failure of the Adviser to provide accurate and current information with respect to any records maintained by the Adviser or any other subadviser to a Portfolio, which records are not also maintained by or otherwise available to the Subadviser upon reasonable request.

(d) Under no circumstances shall the Adviser or the Subadviser be liable to any indemnitee for indirect, special or consequential damages, even if the Adviser or the Subadviser is apprised to the likelihood of such damages.

14. Permissible Interests. Trustees and agents of the Trust are or may be interested in the Subadviser (or any successor thereof) as directors/trustees, partners, officers,

or shareholders, or otherwise; directors/trustees, partners, officers, agents, and shareholders of the Subadviser are or may be interested in the Trust as trustees, or otherwise; and the Subadviser (or any successor) is or may be interested in the Trust in some manner.

15. Term of the Agreement. This Agreement shall continue in full force and effect with respect to each Portfolio until two years from the date hereof, and from year to year thereafter so long as such continuance is specifically approved at least annually (i) by the vote of a majority of those Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio voting separately from any other series of the Trust.

16. Severability. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby.

17. Amendments. This Agreement may be amended by mutual consent in writing, but the consent of the Trust must be obtained in conformity with the requirements of the 1940 Act.

18. Governing Law. This Agreement shall be construed in accordance with the laws of the State of New York and the applicable provisions of the 1940 Act. To the extent the applicable laws of the State of New York, or any of the provisions herein, conflict with the applicable provisions of the 1940 Act, the latter shall control.

19. Personal Liability. The Declaration of the Trust establishing the Trust (the “Declaration”), is on file in the office of the Secretary of the Commonwealth of Massachusetts, and, in accordance with that Declaration, no Trustee, shareholder, officer, employee or agent of the Trust shall be held to any personal liability, nor shall resort be had to their private property for satisfaction of any obligation or claim or otherwise in connection with the affairs of the Trust, but the “Trust Property,” as defined in the Declaration, only shall be liable.

20. Separate Series. Pursuant to the provisions of the Declaration, each Portfolio is a separate series of the Trust, and all debts, liabilities, obligations and expenses of a particular Portfolio shall be enforceable only against the assets of that Portfolio and not against the assets of any other Portfolio or of the Trust as a whole.

21. Delegation. The Subadviser may employ an affiliate or a third party to perform any accounting, administrative, reporting, proxy voting or ancillary services required to enable the Subadviser to perform its functions under this Agreement. The Subadviser may provide information about the Portfolio(s) to any such affiliate or other third party for the purpose of providing the services contemplated under this clause. The Subadviser will act in good faith in the selection, use and monitoring of affiliates and other third parties, and any delegation or appointment hereunder shall not relieve the Subadviser of any of its obligations under this Agreement.

22. Confidentiality. (a) Each party will receive and hold any records or other information obtained pursuant to this Agreement (“confidential information”) in the strictest confidence, and acknowledges, represents, and warrants that it will use its reasonable best efforts to protect the confidentiality of this information. Each party agrees that, without the prior written consent of the other party, it will not use, copy, or divulge to third parties (other than such party’s respective Representatives (as defined below)) or otherwise use, except in accordance with the terms of this Agreement, any confidential information obtained from or through the other party in connection with this Agreement other than as reasonably necessary in the course of a Portfolio’s business, including, but not limited to, as may be requested by broker-dealers or third party firms conducting due diligence on the Portfolio; provided that such recipients must agree to protect the confidentiality of such confidential information and use such information only for the purposes of providing services to the Portfolio; provided, further, however, this covenant shall not apply to information which: (i) has been made publicly available by the other party or is otherwise in the public domain through no fault of the disclosing party; (ii) is within the legitimate possession of the disclosing party prior to its disclosure by such party and without any obligation of confidence; (iii) is lawfully received by the disclosing party from a third party when, to the best of such party’s knowledge and belief, such third party was not restricted from disclosing the information to such party; (iv) is independently developed by the disclosing party through persons who have not had access to, or knowledge of, the confidential information; or (v) is approved in writing for disclosure by the other party prior to its disclosure. For the avoidance of doubt, notwithstanding anything in this Section 21, the Subadviser is permitted to disclose Portfolio(s) information in accordance with Section 20 of this Agreement.

(e) For purposes of this Agreement, “Representatives” with respect to a party means such party’s representatives, directors, officers, investment and advisory committee members, employees, fund participants, rating agencies, professional advisers (including lawyers, accountants and investment bankers), affiliates or agents of such party who have a need to know confidential information (including employees, agents and representatives of an affiliate or third party to whom Subadviser has delegated certain responsibilities under Section 20 above). A party shall be responsible for enforcing compliance with this Agreement by its Representatives, if and to the extent such party has disclosed confidential information to any of them. The terms of this Section 21 are in addition to the terms of any other agreements between the parties or their affiliates.

(g) For the avoidance of doubt, it is understood that any information or recommendation supplied by, or produced by, the Subadviser in connection with the performance of its obligations hereunder is to be regarded by the Portfolio(s) and the Adviser as confidential and for use only by the Adviser and the Portfolio(s).

23. Adviser Representations. The Adviser represents and warrants to Subadviser that: (i) the Adviser have full power and authority to appoint Subadviser to manage the Portfolio in accordance with the terms of this Agreement, (ii) this Agreement is valid and has been duly authorized, does not violate any obligation by which the Adviser is bound, and when so executed and delivered, will be binding upon the Adviser in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally and general principles of equity (and the Adviser agrees to provide Subadviser with evidence of such authority as may be reasonably requested by Subadviser).

24. Trade Settlement at Termination. Termination will be without prejudice to the completion of any transaction already initiated. On, or after, the effective date of termination, the Subadviser shall be entitled, without prior notice to the Adviser or the Portfolio, to direct the Portfolio’s custodian to retain and/or realize any assets of the Portfolio as may be required to settle transactions already initiated, and to pay any outstanding liabilities of the Subadviser with respect to such transaction. Following the date of effective termination, any new transactions will only be executed by mutual agreement between the Adviser and the Subadviser.

25. Force Majeure. Neither party to this Agreement shall be liable for damages resulting from delayed or defective performance when such delays arise out of causes beyond the control and without the fault or negligence of the offending party. Such causes may include, but are not restricted to, Acts of God or of the public enemy, terrorism, acts of the State in its sovereign capacity, fires, floods, earthquakes, power failure, disabling strikes, epidemics, quarantine restrictions, and freight embargoes.

26. Customer Identification Program. To help the government fight the funding of terrorism and money laundering activities, Subadviser has adopted a Customer Identification Program, (“CIP”) pursuant to which Subadviser is required to obtain, verify and maintain records of certain information relating to its clients. In order to facilitate Subadviser’s compliance with its CIP, Adviser and Trust hereby represent and warrant that (i) Portfolio’s taxpayer identification number or other government issued identification number is reflected on Schedule A; (ii) all documents provided to Subadviser are true and accurate as of the date hereof; and (iii) Adviser agrees to provide to Subadviser such other information and documents that Subadviser requests in order to comply with Subadviser’s CIP.

27. Notices. All notices required or permitted to be given under this Agreement shall be in writing, shall specifically refer to this Agreement, and shall be addressed to the appropriate party at the address specified below, or such other address as may be specified by such party in writing in accordance with this Section, and shall be deemed to have been properly given when delivered or mailed by electronic mail, by U.S. certified or registered mail, return receipt requested, postage prepaid, or by reputable courier service.


Subadviser:		J.P. Morgan Investment Management Inc.
		277 Park Avenue
		New York, NY 10036
		Attention: danielle.azua@jpmorgan.com

Adviser:		SunAmerica Asset Management, LLC
		30 Hudson Street, 16th Floor
		Jersey City, NJ 07302
		Attention: General Counsel
		Email address: SaamcoLegal@corebridgefinancial.com

28. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same Agreement. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com or www.echosign.com, or other applicable law) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

[Signature page follows]

SUBADVISORY AGREEMENT

This SUBADVISORY AGREEMENT (“Agreement”) is dated as of January 1, 2026, by and between SUNAMERICA ASSET MANAGEMENT, LLC, a Delaware limited liability company (the “Adviser”), and MASSACHUSETTS FINANCIAL SERVICES COMPANY, a Delaware corporation (the “Subadviser”).

WITNESSETH:

WHEREAS, the Adviser desires to retain the Subadviser to furnish investment advisory services to the investment portfolio(s) of the Trust listed on Schedule A attached hereto (the “Portfolio(s)”), and the Subadviser is willing to furnish such services;

NOW, THEREFORE, it is hereby agreed between the parties hereto as follows:

1. Duties of the Subadviser. The Adviser hereby engages the services of the Subadviser in furtherance of the Advisory Agreement with the Trust. Pursuant to this Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of the assets of each Portfolio. The Subadviser will determine, in its discretion and subject to the oversight and review of the Adviser, the securities and other investments to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser or the Trust is required to maintain, and will render regular reports to the Adviser and to officers and Trustees of the Trust concerning its discharge of the foregoing responsibilities. The Subadviser, as agent and attorney-in-fact of the Trust, may, when it deems appropriate and without prior consultation with the Adviser, (a) buy, sell, exchange, convert and otherwise trade in any stocks, bonds and other securities including money market instruments, whether the issuer is organized in the United States or

outside the United States, (b) place orders for the execution of such securities transactions with or through such brokers, dealers or issuers as the Subadviser may select and (c) purchase, sell, exchange or convert foreign currency in the spot or forward markets as necessary to facilitate transactions in international securities for the Portfolio(s). In addition, the custodian shall provide the Subadviser with daily reports regarding the cash levels in the Portfolio. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Trustees of the Trust and in compliance with such policies as the Trustees of the Trust may from time to time establish, and, subject to the last paragraph of this Section, in compliance with (a) the objectives, policies, restrictions and limitations for the Portfolio(s) as set forth in the Trust’s current prospectus and statement of additional information (together, the “Registration Statement”); and (b) applicable laws and regulations. The Subadviser shall manage the portion of the assets of a Portfolio allocated to it as if it was a separate operating portfolio and the provisions, representations and warranties of this Section 1 of the Agreement shall apply only the portion of assets of a Portfolio managed by the Subadviser.

Subject to the last paragraph of this Section, the Subadviser represents and warrants to the Adviser that each Portfolio will at all times be operated and managed (a) in compliance with all applicable federal and state laws, including securities, commodities and banking laws, governing its operations and investments; (b) so as not to jeopardize the treatment of the variable annuity contracts which offer the Portfolio(s) (the “Contracts”) as annuity contracts for purposes of the Internal Revenue Code of 1986, as amended (the “Code”). Without limiting the foregoing, the Subadviser represents and warrants that it will manage each Portfolio in compliance with (a) the applicable provisions of Subchapter M, chapter 1 of the Code (“Subchapter M”) for each Portfolio to be treated as a “regulated investment company” under Subchapter M; (b) the diversification requirements specified in the Internal Revenue Service’s regulations under Section 817(h) of the Code; (c) the provisions of the Act and rules adopted thereunder as applicable to the services provided by the Subadviser under this Agreement; (d) applicable state insurance laws as provided in writing by the Adviser to the Subadviser; (e) the objectives, policies, restrictions and limitations for the Portfolio(s) as set forth in the Trust’s current Registration Statement as most recently provided by the Adviser to the Subadviser; and (f) the policies and procedures as adopted by the Trustees of the Trust applicable to the services provided by the Subadviser hereunder. The Subadviser shall furnish information to the Adviser, as requested, for purposes of compliance with the distribution requirements necessary to avoid payment of any excise tax pursuant to Section 4982 of the Code.

The Adviser acknowledges that the Subadviser is not the compliance agent for any Portfolio or for the Trust or the Adviser, and does not have access to all of a Portfolio’s books and records necessary to perform certain compliance testing. To the extent the Subadviser has agreed to perform the services specified in this Agreement in accordance with the Trust’s Prospectus, any policies and procedures adopted by the Trust’s Board of Trustees applicable to the Portfolio(s), and applicable law (including Subchapters L and M of the Code, the Act and the Advisers Act), the Subadviser shall perform such services based upon its books and records with respect to a Portfolio, which comprise a portion of a Portfolio’s books and records, and upon information and written instructions received from the Adviser or the Trust’s administrator.

2. Portfolio Transactions. (a) The Subadviser is responsible for decisions to buy or sell securities and other investments for the assets of each Portfolio, broker-dealers and futures commission merchants’ selection, and negotiation of brokerage commission and futures commission merchants’ rates. As a general matter, in executing portfolio transactions, the Subadviser may employ or deal with such broker-dealers or futures commission merchants as may, in the Subadviser’s best judgment, provide prompt and reliable execution of the transactions at favorable prices and reasonable commission rates. In selecting such broker-dealers or futures commission merchants, the Subadviser shall consider all relevant factors including price (including the applicable brokerage commission, dealer spread or futures commission merchant rate), the size of the order, the nature of the market for the security or other investment, the timing of the transaction, the reputation, experience and financial stability of the broker-dealer or futures commission merchant involved, the quality of the service, the difficulty of execution, the execution capabilities and operational facilities of the firm involved, and, in the case of securities, the firm’s risk in positioning a block of securities. Subject to such policies as the Trustees may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), the Subadviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of the Subadviser’s having caused a Portfolio to pay a member of an exchange, broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another member of an exchange, broker or dealer would have charged for effecting that transaction, if the Subadviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such member of an exchange, broker or dealer viewed in terms of either that particular transaction or the Subadviser’s overall responsibilities with respect to such Portfolio and to other clients as to which the Subadviser

exercises investment discretion. In accordance with Section 11(a) of the 1934 Act and Rule 11a2-2(T) thereunder, and subject to any other applicable laws and regulations including Section 17(e) of the Act and Rule 17e-1 thereunder, the Subadviser may engage its affiliates, the Adviser and its affiliates or any other subadviser to the Trust and its respective affiliates, as broker-dealers or futures commission merchants to effect portfolio transactions in securities and other investments for a Portfolio. The Subadviser will promptly communicate to the Adviser and to the officers and the Trustees of the Trust such information relating to portfolio transactions as they may reasonably request. To the extent consistent with applicable law, the Subadviser may aggregate purchase or sell orders for the Portfolio with contemporaneous purchase or sell orders of other clients of the Subadviser or its affiliated persons. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Subadviser in the manner the Subadviser determines to be equitable and consistent with its and its affiliates’ fiduciary obligations to the Portfolio and to such other clients. The Adviser hereby acknowledges that such aggregation of orders may not result in more favorable pricing or lower brokerage commissions in all instances.

(b) Notwithstanding Section 2(a) above, for such purposes as obtaining investment research products and services, covering fees and expenses, the Adviser may direct the Subadviser to effect a specific percentage of a Portfolio’s transactions in securities and other investments to certain broker-dealers and futures commission merchants. In designating the use of a particular broker-dealer or futures commission merchant, the Adviser and Subadviser acknowledge:

(1)

All brokerage transactions are subject to best execution. As such, Subadviser will use its best efforts to direct non-risk commission transactions to a particular broker-dealer or futures commission merchant designated by the Adviser provided that the Subadviser obtains best execution;

(2)

Such direction may result in the Subadviser paying a higher commission, depending upon the Subadviser’s arrangements with the particular broker-dealer or futures commission merchant, or such other factors as market conditions, share values, capabilities of the particular broker-dealer or futures commission merchant, etc.;

(3)

If the Subadviser directs payments of an excessive amount of commissions, the executions may not be accomplished as rapidly. In addition, the Subadviser may forfeit the possible advantage derived from the aggregation of multiple orders as a single “bunched” transaction where Subadviser would, in some instances, be in a better position to negotiate commissions; and

(4)

rights of the Portfolio against the other party(ies) to such agreements in accordance with its fiduciary duties and the best interest of the Portfolio. Upon termination of this Agreement, the Subadviser agrees to remove the Portfolio(s) as parties to such agreements and to reasonably consult with the Adviser regarding close-out, novation or continuation of positions under the agreements and retention of accounts or transfer of such accounts, which the Adviser shall determine in its sole discretion. If instructed by the Adviser to do so, the Subadviser shall close out open positions and transfer financial instruments in accordance with the Adviser’s instructions.

3. Compensation of the Subadviser. The Subadviser shall not be entitled to receive any payment from the Trust and shall look solely and exclusively to the Adviser for payment of all fees for the services rendered, facilities furnished and expenses paid by it hereunder. As full compensation for the Subadviser under this Agreement, the Adviser agrees to pay to the Subadviser a fee at the annual rates set forth in Schedule A hereto with respect to the assets managed by the Subadviser for each Portfolio listed thereon. Such fee shall be accrued daily and paid monthly as soon as practicable after the end of each month. If the Subadviser shall provide its services under this Agreement for less than the whole of any month, the foregoing compensation shall be prorated.

4. Reports. The Trust, the Adviser and the Subadviser agree to furnish to each other, if applicable, current prospectuses, statements of additional information, proxy statements, reports of shareholders, certified copies of their financial statements, and such other information with regard to their affairs and that of the Trust as each may reasonably request. The Adviser further agrees to provide a list of entities with which the Subadviser is restricted from engaging in transactions on behalf of the Portfolio(s) as such list may be amended from time to time, including, without limitation, a list of all publicly traded affiliates of the Adviser or the Portfolio(s) that may not be purchased by the Portfolio(s) (such list shall include security name, cusip number, sedol and/or applicable ticker) and a list of brokers or dealers that are affiliated persons of the Adviser or the Portfolio(s).

6. Advertising. Subadviser shall not provide or in any way distribute any sales or advertising materials that reference the Trust or any series thereof, the Adviser, AIG Capital Services, Inc. or any of their respective officers, directors, employees or affiliates, unless such material has been received and approved, in writing, by the Adviser, which consent shall not be unreasonably withheld.

7. Proxy Voting. Subject to the prior approval by the Board of Trustees of the Trust and upon thirty (30) days’ written notice to the Subadviser (or such lesser or longer

notice as is acceptable to the Subadviser), the Adviser reserves the right to delegate to the Subadviser responsibility for exercising voting rights for all or a specified portion of the securities held by a Portfolio. To the extent so delegated, the Subadviser will exercise voting rights with respect to securities held by a Portfolio in accordance with the Subadviser’s written proxy voting policies and procedures, subject to such reasonable reporting and other requirements as shall be established by the Adviser in consultation with the Subadviser. To the extent the Adviser retains the responsibility for voting proxies, the Subadviser agrees to provide input on certain proxy voting matters or proposals as may be reasonably requested by the Adviser.

8. Certain Records. The Subadviser hereby undertakes and agrees to maintain, in the form and for the period required by Rule 31a-2 under the Act, all records relating to the investments of the Portfolio(s) in connection with the provision of services hereunder that are required to be maintained by the Trust pursuant to the requirements of Rule 31a-1 of the Act. Any records required to be maintained and preserved pursuant to the provisions of Rule 31a-1 and Rule 31a-2 promulgated under the Act which are prepared or maintained by the Subadviser on behalf of the Trust are the property of the Trust and shall be surrendered promptly to the Trust or the Adviser on request; provided that the Subadviser may retain copies of these records.

9. Reference to the Subadviser. Neither the Trust nor the Adviser or any affiliate or agent thereof shall make reference to or use the name of the Subadviser or any of its affiliates or any derivation thereof or logo associated therewith in any advertising or promotional materials or otherwise without the prior approval of the Subadviser. Any such withholding of approval by the Subadviser shall be made in writing to the Adviser and shall indicate the specific reason(s) why such approval is being withheld.

It is understood that “Massachusetts Financial Services Company” or “MFS” or any derivative names or logos associated with such name are the valuable property of the Subadviser or some other MFS entity, that the Trust has the right to include such phrase as a part of the name of the series of the Trust managed by the Subadviser only so long as this Agreement shall continue, and that the Subadviser does, in fact, consent to the use of such name as a part of the name of the series of the Trust identified herein. The Subadviser represents and warrants that the inclusion of “Massachusetts Financial Services Company” or “MFS” in the name of the series of the Trust identified herein shall not: (i) infringe the title or any patent, copyright, trade secret, trademark, service mark, or other proprietary right of any third party; or (ii) violate the terms of any agreement or other instrument to which the Subadviser or any of its affiliates is a party.

None of the Trust, the Portfolio or the Adviser or any affiliate or agent (collectively or individually, “Trademark User”) thereof shall make reference to or use the name or logo of the Subadviser or any of its affiliates in any advertising or promotional materials without the prior approval of the Subadviser, prior to first use, which approval shall not be unreasonably withheld. In the event the Subadviser provides approval, the Subadviser grants a limited, non-exclusive revocable license to use the Subadviser’s name and/or logo in the form provided by the Subadviser (“Subadviser Trademarks”) on Trademark User’s website or in Trademark User’s hardcopy materials solely in connection with its listing the Subadviser as a Subadviser of Trademark User/solely in connection with its performance of services for or on behalf of the Subadviser. If requested, prior to using Subadviser Trademarks on Trademark User’s website and/or in hardcopy materials, Trademark User will provide the Subadviser with a copy of the proposed webpage and/or hardcopy materials containing the Subadviser Trademarks and the Subadviser may in its sole discretion elect to not allow the Subadviser Trademarks to be used in such a manner. Trademark User acknowledges and agrees that exclusive right, title and interest in and to the Subadviser Trademarks are held by the Subadviser or its affiliates. Trademark User agrees to update the Subadviser Trademarks within 30 days of its receipt of new or revised Subadviser Trademarks from the Subadviser. Notwithstanding the foregoing, the Subadviser may revoke the right for Trademark User to use Subadviser Trademarks at any time upon notice to Trademark User. Trademark User represents, warrants and covenants that it shall not use any Subadviser Trademarks in any manner that would be detrimental to the Subadviser’s business. Additionally, if changes are made to such materials thereafter, the Portfolio shall furnish to the Subadviser the updated material for approval prior to first use, which approval shall not be unreasonably withheld. Upon the termination of this Agreement, none of the Trademark Users thereof shall make reference to or use the name or logo of the Subadviser or any of its affiliates in any form, including but not limited to advertising or promotional materials and shall purge all references and occasions of use of the Subadviser Trademarks from its website and other materials. Notwithstanding the above, for so long as the Subadviser serves as subadviser to the Portfolio, the Trust, the Portfolio and the Adviser may use the name “MFS” in the Registration Statement, shareholder reports, and other filings with the SEC, or after the Subadviser ceases to serve as subadviser, if such usage is for the purpose of meeting a disclosure obligation under laws, rules, regulations, statutes and codes, whether state or federal, without the Subadviser’s prior consent.

loss suffered by any of them in connection with the matters to which this Agreement relates, except to the extent specified in Section 36(b) of the Act concerning loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services. Except for such disabling conduct, the Adviser shall indemnify the Subadviser (and its officers, directors, partners, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Subadviser) from any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising from Subadviser’s rendering of services under this Agreement.

11. Permissible Interests. Trustees and agents of the Trust are or may be interested in the Subadviser (or any successor thereof) as directors/trustees, partners, officers, or shareholders, or otherwise; directors/trustees, partners, officers, agents, and shareholders of the Subadviser are or may be interested in the Trust as trustees, or otherwise; and the Subadviser (or any successor) is or may be interested in the Trust in some manner.

payment of any penalty, on 90 days’ written notice to the Adviser and the Trust; provided, however, that this Agreement may not be terminated by the Subadviser unless another subadvisory agreement has been approved by the Trust in accordance with the Act, or after six months’ written notice, whichever is earlier. In the event of such a termination, the Adviser shall use its best efforts, and cause the Trust to use its best efforts, to engage another subadviser for the Portfolio as soon as possible. Notwithstanding the foregoing, the Subadviser may terminate the Agreement on 60 days’ written notice to the Adviser and the Trust in the event of the breach of this Agreement by the Adviser. The termination of this Agreement with respect to any Portfolio or the addition of any Portfolio to Schedule A hereto (in the manner required by the Act) shall not affect the continued effectiveness of this Agreement with respect to each other Portfolio subject hereto. This Agreement shall automatically terminate in the event of its assignment (as defined by the Act).

This Agreement will also terminate in the event that the Advisory Agreement by and between the Trust and the Adviser is terminated.

13. Severability. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby.

14. Amendments. This Agreement may be amended by mutual consent in writing, but the consent of the Trust must be obtained in conformity with the requirements of the Act.

15. Governing Law. This Agreement shall be construed in accordance with the laws of the State of New York and the applicable provisions of the Act. To the extent the applicable laws of the State of New York, or any of the provisions herein, conflict with the applicable provisions of the Act, the latter shall control.

16. Legal Matters. The Subadviser shall not be responsible for taking any action on behalf of the Portfolio(s) in connection with any claim or potential claim in any bankruptcy

proceedings, class action securities litigation, or other litigation or proceeding affecting securities held at any time in the Portfolio(s) (the “Litigation”) including, without limitation, to file proofs of claim or other documents related to the Litigation or to investigate, initiate, supervise, or monitor the Litigation. In the event that a party to this Agreement is a party to such Litigation and the other party is served third-party discovery requests or other legal requests in connection with such Litigation, such other party shall select its own legal counsel and bear its own legal costs and other costs in connection with responding to such requests; provided, however, that the party to Litigation shall reasonably cooperate to attempt to minimize the litigation-related burden on the other party. In no event will any party to this Agreement be liable hereunder for any indirect, incidental, consequential, special, speculative or punitive losses, damages, costs or expenses, including loss of opportunity, loss of goodwill or reputation.

17. Personal Liability. The Declaration of the Trust establishing the Trust (the “Declaration”), is on file in the office of the Secretary of the Commonwealth of

Massachusetts, and, in accordance with that Declaration, no Trustee, shareholder, officer, employee or agent of the Trust shall be held to any personal liability, nor shall resort be had to their private property for satisfaction of any obligation or claim or otherwise in connection with the affairs of the Trust, but the “Trust Property,” as defined in the Declaration, only shall be liable.

18. Separate Series. Pursuant to the provisions of the Declaration, each Portfolio is a separate series of the Trust, and all debts, liabilities, obligations and expenses of a particular Portfolio shall be enforceable only against the assets of that Portfolio and not against the assets of any other Portfolio or of the Trust as a whole.

19. Confidentiality. (a) Each party will receive and hold any records or other information obtained pursuant to this Agreement (“confidential information”) in the strictest confidence, and acknowledges, represents, and warrants that it will use its reasonable best efforts to protect the confidentiality of this information. Each party agrees that, without the prior written consent of the other party, it will not use, copy, or divulge to third parties (other than such party’s respective Representatives (as defined below)) or otherwise use, except in accordance with the terms of this Agreement, any confidential information obtained from or through the other party in connection with this Agreement other than as reasonably necessary in the course of a Portfolio’s business, including, but not limited to, as may be requested by broker-dealers or third party firms conducting due diligence on the Portfolio; provided that such recipients must agree to protect the confidentiality of such confidential information and use such information only for the purposes of providing services to the Portfolio; provided, further, however, this covenant shall not apply to information which: (i) has been made publicly available by the other party or is otherwise in the public domain through no fault of the disclosing party; (ii) is within the legitimate possession of the disclosing party prior to its disclosure by such party and without any obligation of confidence; (iii) is lawfully received by the disclosing party from a third party when, to the best of such party’s knowledge and belief, such third party was not restricted from disclosing the information to such party; (iv) is independently developed by the disclosing party through persons who have not had access to, or knowledge of, the confidential information; or (v) is approved in writing for disclosure by the other party prior to its disclosure.

(c) To the extent that any confidential information may include materials subject to the attorney-client privilege, work product doctrine or any other applicable privilege

(e) For purposes of this Agreement, “Representatives” with respect to a party means such party’s representatives, directors, officers, investment and advisory committee members, employees, fund participants, rating agencies, professional advisers (including lawyers, accountants and investment bankers), affiliates or agents of such party who have a need to know confidential information. A party shall be responsible for enforcing compliance with this Agreement by its Representatives, if and to the extent such party has disclosed confidential information to any of them. The terms of this Section 19 are in addition to the terms of any other agreements between the parties or their affiliates.

or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

21. Notices. All notices required or permitted to be given under this Agreement shall be in writing, shall specifically refer to this Agreement, and shall be addressed to the appropriate party at the address specified below, or such other address as may be specified by such party in writing in accordance with this Section, and shall be deemed to have been properly given when delivered or mailed by electronic mail, by U.S. certified or registered mail, return receipt requested, postage prepaid, or by reputable courier service.


Subadviser:		Massachusetts Financial Services Company 111 Huntington Avenue Boston, MA 02199 Attention: General Counsel Email address: InstitutionalClientService@mfs.com

Adviser:		SunAmerica Asset Management, LLC 30 Hudson Street, 16th Floor Jersey City, NJ 07302 Attention: General Counsel Email address: SaamcoLegal@corebridgefinancial.com

[Signature page follows]

SUBADVISORY AGREEMENT

This SUBADVISORY AGREEMENT (“Agreement”) is dated as of January 1, 2026, by and between SUNAMERICA ASSET MANAGEMENT, LLC, a Delaware limited liability company (the “Adviser”), and MORGAN STANLEY INVESTMENT MANAGEMENT INC., a Delaware corporation (the “Subadviser”).

WITNESSETH:

NOW, THEREFORE, it is hereby agreed between the parties hereto as follows:

policies as the Trustees of the Trust may from time to time establish, as provided in writing to the Subadviser from time to time, and in compliance with (a) the objectives, policies, restrictions and limitations for the Portfolio(s) as set forth in the Trust’s current prospectus and statement of additional information (together, the “Registration Statement”), as provided by the Adviser to the Subadviser; and (b) applicable laws and regulations.

The Subadviser further represents and warrants that to the extent that any statements or omissions made in any Registration Statement for the shares of the Trust, or any amendment or supplement thereto, as provided to the Subadviser, are made in reliance upon and in conformity with information furnished by the Subadviser in writing expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, with respect to such furnished information, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Securities and Exchange Commission (“SEC”) thereunder (the “1933 Act”) and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.

brokerage commissions and other transaction-related expenses; tax-reporting; taxes levied against a Portfolio or any of its property; and interest expenses of a Portfolio.

The Adviser acknowledges that the Subadviser and its delegates do not hold client money and/or custody assets.

such information relating to portfolio transactions as they may reasonably request. To the extent consistent with applicable law, the Subadviser may aggregate purchase or sell orders for the Portfolio(s) with contemporaneous purchase or sell orders of other clients of the Subadviser or its affiliated persons. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Subadviser in the manner the Subadviser determines to be equitable and consistent with its and its affiliates’ fiduciary obligations to the Portfolio and to such other clients. The Adviser hereby acknowledges that such aggregation of orders may not result in more favorable pricing or lower brokerage commissions in all instances.

or market practice, to reveal the Trust and the Portfolio’s identity and address to any financial intermediary through which or with which financial instruments are traded or cleared.

its officers and employees (including its Chief Compliance Officer) who are responsible for the Portfolio available, upon reasonable notice to the Subadviser, to the Adviser and/or the CCO from time to time to examine and review the Subadviser’s compliance program and adherence thereto.

6. Proxy Voting. Subject to the prior approval by the Board of Trustees of the Trust and upon thirty (30) days’ written notice to the Subadviser (or such lesser or longer notice as is acceptable to the Subadviser), the Adviser reserves the right to delegate to the Subadviser responsibility for exercising voting rights for all or a specified portion of the securities held by a Portfolio. To the extent so delegated, the Subadviser will exercise voting rights with respect to securities held by a Portfolio in accordance with written proxy voting policies and procedures mutually agreed upon by the parties. To the extent the Adviser retains the responsibility for voting proxies, the Subadviser agrees to provide input on certain proxy voting matters or proposals as may be reasonably requested by the Adviser.

The Subadviser agrees that all accounts, books and other records maintained and preserved by it, and related to the Portfolio(s), as required hereby shall be subject at any time, and from time to time, to such reasonable periodic, special and other examinations by the SEC, the Trust’s auditors, the Trust or any representative of the Trust, the Adviser, or any governmental agency or other instrumentality having regulatory authority over the Trust.

reference to or use the name or logo of the Subadviser or any of its affiliates in any advertising or promotional materials. Notwithstanding the above, for so long as the Subadviser serves as subadviser to the Portfolio(s), the Trust, the Portfolio(s) and the Adviser may use the name or logo of the Subadviser or any of its affiliates in the Registration Statement, shareholder reports, and other filings with the SEC, or after the Subadviser ceases to serve as subadviser, if such usage is for the purpose of meeting a disclosure obligation under laws, rules, regulations, statutes and codes, whether state or federal, without the Subadviser’s prior written consent.

9. Liability of the Subadviser. (a) Except as may otherwise be provided by Section 36(b) of the Act concerning loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services, in the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties (“disabling conduct”) hereunder on the part of the Subadviser (and its officers, directors/trustees, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Subadviser) the Subadviser shall not be subject to liability to the Adviser (and its officers, directors/trustees, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Adviser) or to the Trust (and its officers, directors/trustees, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Trust) for any act or omission in the course of, or connected with, rendering services hereunder, including without limitation, any error of judgment or mistake of law or for any loss suffered by any of them in connection with the matters to which this Agreement relates. Except for such disabling conduct, the Adviser shall indemnify and hold harmless the Subadviser (and its officers, directors, partners, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Subadviser) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising from, or in connection with, the Subadviser’s rendering of services under this Agreement.

(b) The Subadviser agrees to indemnify and hold harmless the Adviser (and its officers, directors/trustees, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Adviser) and/or the Trust (and its officers, directors/trustees, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Trust) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the Adviser and/or the Trust and their affiliates or such directors/trustees, officers or controlling person may become subject under the Act, the 1933 Act, under other statutes, common law or otherwise, which arise from the Subadviser’s disabling conduct hereunder, including but not limited to any material failure by the Subadviser to comply with the provisions and representations and warranties set forth in Section 1 of this Agreement; provided, however, that in no case is the Subadviser’s indemnity in favor of any person deemed to protect such other persons against any liability to which such person would otherwise be subject by reasons of willful misfeasance, bad faith, or gross negligence in the performance of his, her or its duties or by reason of his, her or its reckless disregard of obligations and duties under this Agreement.

10. Term of the Agreement. This Agreement shall continue in full force and effect with respect to each Portfolio until two (2) years from the date hereof, and from year to year thereafter so long as such continuance is specifically approved at least annually (i) by the vote of a majority of those Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio voting separately from any other series of the Trust.

This Agreement will terminate in the event that the Advisory Agreement by and between the Trust and the Adviser is terminated.

11. Severability. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby.

12. Amendments. This Agreement may be amended by mutual consent in writing, but the consent of the Trust must be obtained in conformity with the requirements of the Act.

employee or agent of the Trust shall be held to any personal liability, nor shall resort be had to their private property for satisfaction of any obligation or claim or otherwise in connection with the affairs of the Trust, but the “Trust Property,” as defined in the Declaration, only shall be liable.

17. Confidentiality. (a) Each party will receive and hold any records or other information obtained pursuant to this Agreement (“confidential information”) in the strictest confidence, and acknowledges, represents, and warrants that it will use its reasonable best efforts to protect the confidentiality of this information. Each party agrees that, without the prior written consent of the other party, it will not use, copy, or divulge to third parties (other than such party’s respective Representatives (as defined below)) or otherwise use, except in accordance with the terms of this Agreement, any confidential information obtained from or through the other party in connection with this Agreement other than as reasonably necessary in the course of a Portfolio’s business, including, but not limited to, as may be requested by broker-dealers or third party firms conducting due diligence on the Portfolio; provided, however, this covenant shall not apply to information which: (i) has been made publicly available by the other party or is otherwise in the public domain through no fault of the disclosing party; (ii) is within the legitimate possession of the disclosing party prior to its disclosure by such party and without any obligation of confidence; (iii) is lawfully received by the disclosing party from a third party when, to the best of such party’s knowledge and belief, such third party was not restricted from disclosing the information to such party; (iv) is independently developed by the disclosing party through persons who have not had access to, or knowledge of, the confidential information; or (v) is approved in writing for disclosure by the other party prior to its disclosure.

intended to, and shall not, waive or diminish in any way the confidentiality of such material or its continued protection under the attorney-client privilege, work product doctrine or other applicable privilege. All confidential information furnished by either party to the other or such other party’s Representatives hereunder that is entitled to protection under the attorney-client privilege, work product doctrine or other applicable privilege shall remain entitled to such protection under such privileges, this Agreement, and under the joint defense doctrine.

have been properly given when delivered or mailed by electronic mail, by U.S. certified or registered mail, return receipt requested, postage prepaid, or by reputable courier service.


Subadviser:		Morgan Stanley Investment Management Inc.
		1585 Broadway, 31^stFloor
		New York, NY 10036
		Attention: Shawn Bartels
		Email address: FundGovernance@morganstanley.com

		With a copy to:
		Morgan Stanley Investment Management Inc.
		1633 Broadway
		New York, NY 10019
		Attention: MSIM Americas General Counsel

Adviser:		SunAmerica Asset Management, LLC
		30 Hudson Street, 16th Floor
		Jersey City, NJ 07302
		Attention: General Counsel
		Email address: SaamcoLegal@corebridgefinancial.com

21. Use of the Services of Others. In rendering the services required under this Agreement, Subadviser may, consistent with applicable law from time to time, employ, delegate, or associate with itself such affiliated or unaffiliated person or persons as it believes reasonably necessary to assist it in carrying out its obligations under this Agreement; provided, however, that any such delegation shall not involve any such person serving as an

SUBADVISORY AGREEMENT

This SUBADVISORY AGREEMENT (“Agreement”) is dated as of January 1, 2026, by and between SUNAMERICA ASSET MANAGEMENT, LLC, a Delaware limited liability company (the “Adviser”), and PINEBRIDGE INVESTMENTS LLC, a Delaware limited liability company (the “Subadviser”).

WITNESSETH:

WHEREAS, the Adviser and Seasons Series Trust, a Massachusetts business trust (“SST”), have entered into an Investment Advisory and Management Agreement dated as of January 1, 2026, as amended from time to time (the “SST Advisory Agreement”), pursuant to which the Adviser has agreed to provide investment management, advisory and administrative services to SST; and pursuant to which the Adviser may delegate one or more of its duties to a subadviser pursuant to a written subadvisory agreement; and

WHEREAS, the Adviser and SunAmerica Series Trust, a Massachusetts business trust (“SAST,” and collectively with SST, the “Trusts”), have entered into an Investment Advisory and Management Agreement dated as of January 1, 2026, as amended from time to time (the “SAST Advisory Agreement,” and collectively with the SST Advisory Agreement, the “Advisory Agreements”), pursuant to which the Adviser has agreed to provide investment management, advisory and administrative services to SAST; and pursuant to which the Adviser may delegate one or more of its duties to a subadviser pursuant to a written subadvisory agreement; and

WHEREAS, the Trusts are registered under the Investment Company Act of 1940, as amended (the “Act”), as open-end management investment companies and may issue unlimited shares of beneficial interest, in separately designated portfolios representing separate funds with their own investment objectives, policies and purposes; and

WHEREAS, the Adviser desires to retain the Subadviser to furnish investment advisory services to the investment portfolio or portfolios of the Trusts listed on Schedule A attached hereto (the “Portfolio(s)”), and the Subadviser is willing to furnish such services;

NOW, THEREFORE, it is hereby agreed between the parties hereto as follows:

1. Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Advisory Agreements with the Trusts. Pursuant to this Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Portfolio listed on Schedule

A attached hereto. The Subadviser will determine, in its discretion and subject to the oversight and review of the Adviser, the securities and other investments to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser or the Trusts are required to maintain, and will render regular reports to the Adviser and to officers and Trustees of the Trusts concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Trustees of the Trusts and in compliance with such policies as the Trustees of the Trusts may from time to time establish and communicate to the Subadviser, and in compliance with (a) the objectives, policies, and limitations for the Portfolio(s) set forth in the Trusts’ current prospectus and statement of additional information (together, the “Registration Statement”) as provided to the Subadviser, and (b) applicable laws and regulations.

The Subadviser represents and warrants to the Adviser that the portion of assets allocated to it of each of the Portfolio(s) set forth in Schedule A will at all times be operated and managed (1) in compliance with all applicable federal and state laws governing its operations and investments; (2) so as not to jeopardize either the treatment of the variable annuity contracts which offer the Portfolio(s) (the “Contracts”) as annuity contracts for purposes of the Internal Revenue Code of 1986, as amended (the “Code”), or the eligibility of the Contracts to qualify for sale to the public in any state where they may otherwise be sold; and (3) to minimize any taxes and/or penalties payable by the Trusts or such Portfolio. Without limiting the foregoing, and subject to Section 9(c) hereof, the Subadviser represents and warrants to the Adviser that all of, or to the extent applicable the portion of, the assets which it manages of the Portfolio(s) set forth in Schedule A will at all times be operated and managed in compliance with (a) all applicable federal and state laws, including securities, commodities and banking laws, governing its operations and investments; (b) applicable provisions of Subchapter M, chapter 1 of the Code (“Subchapter M”) for each Portfolio to be treated as a “regulated investment company” under Subchapter M; (c) the diversification requirements specified in the Internal Revenue Service’s regulations under Section 817(h) of the Code so as not to jeopardize the treatment of the variable annuity contracts that offer the Portfolio(s) as annuity contracts for purposes of the Code; (d) the provisions of the Act and rules adopted thereunder; (e) the objectives, policies, restrictions and limitations for the Portfolio(s) as set forth in the current prospectus and statement of additional information of the Portfolio(s) as most recently provided by the Adviser to the Subadviser; and (f) the policies and procedures as adopted by the Trusts, as most recently provided by the Adviser to the Subadviser. The Subadviser shall furnish information to the Adviser, as requested, for purposes of compliance with the distribution requirements necessary to avoid payment of any excise tax pursuant to Section 4982 of the Code. The Subadviser also represents and warrants that in furnishing services hereunder, the Subadviser will not consult with any other subadviser of the Portfolio(s) or other series of the Trusts, to the extent any other subadvisers are engaged by the Adviser, or any other subadvisers to other investment companies that are under common control with the Trusts, concerning transactions of the Portfolio(s) in securities or other assets, other than for purposes of complying with the conditions of paragraphs (a) and (b) of rule 12d3-1 under the Act. The Subadviser further represents and warrants that to the extent that any statements or omissions made in any Registration Statement for the Contracts

or shares of the Trusts, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Securities and Exchange Commission (“SEC”) thereunder (the “1933 Act”) and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.

(b) The Subadviser agrees: (i) to maintain a level of errors and omissions or professional liability insurance coverage that, at all times during the course of this Agreement, is satisfactory to the Adviser, and (ii) from time to time and upon reasonable request, to supply evidence of such coverage to the Adviser.

The Adviser and Subadviser each agree that Subadviser shall manage the portion of the assets of a Portfolio allocated to it as if it was a separate operating portfolio and shall comply with subsections (a) and (b) of this Section 1 of this Agreement (including, but not limited to, the investment objectives, policies and restrictions applicable to a Portfolio and qualifications of a Portfolio as a regulated investment company under the Code) with respect to the portion of assets of a Portfolio allocated to Subadviser.

The Subadviser will assist the Portfolio(s) and its agents in determining whether prices obtained for valuation purposes accurately reflect the prices on the Subadviser’s portfolio records relating to the assets of the Portfolio(s) for which the Subadviser has responsibility at such times as the Adviser shall reasonably request; provided, however, that the parties acknowledge that the Subadviser is not the fund accounting agent for the Portfolio(s) and is not responsible for pricing determinations or calculations and any information provided pursuant to this position by the Subadviser will be provided for information purposes only.

2. Portfolio Transactions. (a) The Subadviser is responsible for decisions, and is hereby authorized, to buy or sell securities and other investments for a portion of the assets of each Portfolio, broker-dealers and futures commission merchants’ selection, and negotiation of brokerage commission and futures commission merchants’ rates. As a general matter, in executing portfolio transactions, the Subadviser may employ or deal with such broker-dealers or futures commission merchants as may, in the Subadviser’s best judgment, provide prompt and reliable execution of the transactions at favorable prices and reasonable commission rates. In selecting such broker-dealers or futures commission merchants, the Subadviser shall consider all relevant factors including price (including the applicable brokerage commission, dealer spread or futures commission merchant rate), the size of the order, the nature of the

market for the security or other investment, the timing of the transaction, the reputation, experience and financial stability of the broker-dealer or futures commission merchant involved, the quality of the service, the difficulty of execution, the execution capabilities and operational facilities of the firm involved, and, in the case of securities, the firm’s risk in positioning a block of securities. Subject to such policies as the Trustees may determine and, consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), the Subadviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of the Subadviser’s having caused a Portfolio to pay a member of an exchange, broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another member of an exchange, broker or dealer would have charged for effecting that transaction, if the Subadviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such member of an exchange, broker or dealer viewed in terms of either that particular transaction or the Subadviser’s overall responsibilities with respect to such Portfolio and to other clients as to which the Subadviser exercises investment discretion. In accordance with Section 11(a) of the 1934 Act and Rule 11a2-2(T) thereunder, and subject to any other applicable laws and regulations including Section 17(e) of the Act and Rule 17e-1 thereunder, the Subadviser may engage its affiliates, the Adviser and its affiliates or any other subadviser to the Trusts and their respective affiliates, as broker-dealers or futures commission merchants to effect portfolio transactions in securities and other investments for a Portfolio. The Subadviser will promptly communicate to the Adviser and to the officers and the Trustees of the Trusts such information relating to portfolio transactions as they may reasonably request. To the extent consistent with applicable law, the Subadviser may aggregate purchase or sell orders for the Portfolio with contemporaneous purchase or sell orders of other clients of the Subadviser or its affiliated persons. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Subadviser in the manner the Subadviser determines to be equitable and consistent with its and its affiliates’ fiduciary obligations to the Portfolio and to such other clients. The Adviser hereby acknowledges that such aggregation of orders may not result in more favorable pricing or lower brokerage commissions in all instances.

(b) Notwithstanding Section 2(a) above, for such purposes as obtaining investment research products and services, covering fees and expenses, the Adviser may direct the Subadviser to effect a specific percentage of a Portfolio’s transactions in securities and other investments to certain broker-dealers and futures commission merchants. In designating the use of a particular broker-dealer or futures commission merchant, the Adviser and Subadviser acknowledge:

(1)

All brokerage transactions are subject to best execution. As such, Subadviser will use its best efforts to direct non-risk commission transactions to a particular broker- dealer or futures commission merchant designated by the Adviser provided that the Subadviser seek to obtain best execution;

(2)

Such direction may result in the Portfolio paying a higher commission, depending upon the Subadviser’s arrangements with the particular broker-dealer or futures commission merchant, or such other factors as market conditions, share values, capabilities of the particular broker-dealer or futures commission merchant, etc.;

(3)

If the Subadviser directs payments of an excessive amount of commissions, the executions may not be accomplished as rapidly. In addition, the Subadviser may forfeit the possible advantage derived from the aggregation of multiple orders as a single “bunched” transaction where the Subadviser would, in some instances, be in a better position to negotiate commissions; and

(4)

The Subadviser does not make commitments to allocate fixed or definite amounts of commissions to brokers. As such the Subadviser may be unable to fulfill the Adviser’s request for direction due to the reasons stated above.

agreement. The Subadviser is hereby authorized, to the extent required by regulatory agencies or market practice, to reveal the Trust and the Portfolio’s identity and address to any financial intermediary through which or with which financial instruments are traded or cleared.

3. Compensation of the Subadviser. The Subadviser shall not be entitled to receive any payment from the Trusts and shall look solely and exclusively to the Adviser for payment of all fees for the services rendered, facilities furnished and expenses paid by it hereunder. As full compensation for the Subadviser under this Agreement, the Adviser agrees to pay to the Subadviser a fee at the annual rates set forth in Schedule A hereto with respect to the portion of the assets managed by the Subadviser for each Portfolio listed thereon. Such fee shall be accrued daily and paid monthly as soon as practicable after the end of each month. If the Subadviser shall provide its services under this Agreement for less than the whole of any month, the foregoing compensation shall be prorated. The Adviser and Subadviser acknowledge that the Portfolio will be ultimately responsible for all brokerage commissions, taxes, custodian fees and any other transaction-related fees, but that, for the purposes of this Agreement, as between the Adviser and Subadviser, the Adviser will be responsible for such expenses, and the Adviser authorizes the Subadviser to incur and pay such expenses for the Portfolio, as deemed appropriate by the Subadviser.

4. Representations, Warranties and Covenants. (a) Each party represents and warrants as follows: (i) it is registered with the SEC as an investment adviser under the Advisers Act, and such registration is current, complete and in full compliance with all applicable provisions of the Advisers Act and the rules and regulations thereunder, (ii) it has all the requisite authority to enter into, execute, deliver and perform its obligations under this Agreement, and (iii) its performance of its obligations under this Agreement does not conflict with any law, regulation or order to which it is subject or with any agreements to which it is a party.

(b) Each party covenants and agrees that, so long as this Agreement shall remain in effect (i) it shall maintain its registration in good standing as an investment adviser under the Advisers Act, and such registration shall at all times remain current, complete and in full compliance with all applicable provisions of the Advisers Act and the rules and regulations thereunder, (ii) its performance of its obligations under this Agreement does not conflict with any law, regulation or order to which it is subject or with any agreements to which it is a party, and (iii) it shall at all times fully comply with the Advisers Act, the Act, all applicable rules and regulations under such acts and all other applicable law.

5. Other Services. At the request of the Trusts or the Adviser, the Subadviser in its discretion may make available to the Trusts, office facilities, equipment, personnel and other services in order to facilitate meetings or other similar functions. Such office facilities, equipment, personnel and services shall be provided for or rendered by the Subadviser and billed to the Trusts or the Adviser at the Subadviser’s cost.

6. Reports. The Trusts, the Adviser and the Subadviser agree to furnish to each other, if applicable, current prospectuses, statements of additional information, proxy statements, reports of shareholders, certified copies of their financial statements, and such other information with regard to their affairs and that of the Trusts as each may reasonably request.

7. Status of the Subadviser. The services of the Subadviser to the Adviser and the Trusts are not to be deemed exclusive, and the Subadviser shall be free to render similar services to others so long as its services to the Trusts are not impaired thereby. The Subadviser shall be deemed to be an independent contractor and shall, unless otherwise expressly provided or authorized, have no authority to act for or represent the Trusts in any way or otherwise be deemed an agent of the Trusts.

8. Certain Records. The Subadviser hereby undertakes and agrees to maintain, in the form and for the period required by Rule 31a-2 under the Act, all records relating to the investments of the Portfolio(s) that are required to be maintained by the Trusts pursuant to the requirements of Rule 31a-1 of the Act. Any records required to be maintained and preserved pursuant to the provisions of Rule 31a-1 and Rule 31a-2 promulgated under the Act which are prepared or maintained by the Subadviser on behalf of the Trusts are the property of the respective Trust and will be surrendered promptly to the respective Trust or the Adviser on request.

9. Reference to the Subadviser. Neither the Trusts nor the Adviser or any affiliate or agent thereof shall make reference to or use the name or logo of the Subadviser or any of its

affiliates in any advertising or promotional materials except in accordance with the Logo Use Agreement to be entered into between the Adviser and the Subadviser (or one of its affiliates).

10. Liability of the Subadviser. (a) In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties (“disabling conduct”) hereunder on the part of the Subadviser (and its officers, directors, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Subadviser) the Subadviser shall not be subject to liability to the Trust or to any shareholder of the Trust for any act or omission in the course of, or connected with, rendering services hereunder, including without limitation, any error of judgment or mistake of law or for any loss suffered by any of them in connection with the matters to which this Agreement relates, except to the extent specified in Section 36(b) of the Act concerning loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services. Except for such disabling conduct, the Adviser shall indemnify the Subadviser (and its officers, directors, partners, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Subadviser) (collectively, the “Indemnified Parties”) from any liability arising from the Subadviser’s conduct under this Agreement.

(b) The Subadviser agrees to indemnify and hold harmless the Adviser, its officers, directors, partners, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Adviser, if any, who controls the Adviser within the meaning of Section 15 of the 1933 Act against any and all losses, claims, damages, liabilities or litigation (including legal and other expenses), to which the Adviser, its officers, directors, partners, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Adviser may become subject under the 1933 Act, under other statutes, at common law or otherwise, which may be based upon (i) any wrongful act or breach of this Agreement by the Subadviser, or (ii) any failure by the Subadviser to comply with the representations and warranties set forth in Section 1 of this Agreement; provided, however, that in no case is the Subadviser’s indemnity in favor of any person deemed to protect such other persons against any liability to which such person would otherwise be subject by reasons of willful misfeasance, bad faith, or gross negligence in the performance of his, her or its duties or by reason of his, her or its reckless disregard of obligation and duties under this Agreement.

(c) The Subadviser shall not be liable to the Adviser, its officers, directors, agents, employees, controlling persons, shareholders or to the Trust or to any shareholder of the Trust or to any third party for (i) any acts of the Adviser or any other subadviser to the Portfolio with respect to the portion of the assets of a Portfolio not managed by Subadviser and (ii) acts of the Subadviser which result from or are based upon acts of the Adviser, including, but not limited to: (A), a failure of the Adviser to provide accurate and current information with respect to any records maintained by Adviser or any other subadviser to a Portfolio, which records are not also maintained by or otherwise available to the Subadviser upon reasonable request; and (B) acts of the Subadviser that were made in reasonable reliance upon information provided to it by the Adviser. The Adviser shall indemnify the Indemnified Parties from any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising from the conduct of the Adviser, the Trust and any other

subadviser with respect to the portion of a Portfolio’s assets not allocated to the Subadviser and with respect to any other portfolio of the Trust.

11. Permissible Interests. Trustees and agents of the Trusts are or may be interested in the Subadviser (or any successor thereof) as directors, partners, officers, or shareholders, or otherwise; directors, partners, officers, agents, and shareholders of the Subadviser are or may be interested in the Trusts as trustees, or otherwise; and the Subadviser (or any successor) is or may be interested in the Trusts in some manner.

12. Term of the Agreement. This Agreement shall continue in full force and effect with respect to each Portfolio until two years from the date hereof, and from year to year thereafter so long as such continuance is specifically approved at least annually (i) by the vote of a majority of those Trustees of each Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Trustees of the respective Trust or by vote of a majority of the outstanding voting securities of the Portfolio voting separately from any other series of the respective Trust.

With respect to each Portfolio, this Agreement may be terminated at any time, without payment of a penalty by the Portfolio or a Trust, by vote of a majority of the respective Trustees, or by vote of a majority of the outstanding voting securities (as defined in the Act) of the Portfolio, voting separately from any other series of the respective Trust, or by the Adviser, on not less than 30 nor more than 60 days’ written notice to the Subadviser. With respect to each Portfolio, this Agreement may be terminated by the Subadviser at any time, without the payment of any penalty, on 90 days’ written notice to the Adviser and the respective Trust; provided, however, that this Agreement may not be terminated by the Subadviser unless another subadvisory agreement has been approved by the respective Trust in accordance with the Act, or after six months’ written notice, whichever is earlier. The termination of this Agreement with respect to any Portfolio or the addition of any Portfolio to Schedule A hereto (in the manner required by the Act) shall not affect the continued effectiveness of this Agreement with respect to each other Portfolio subject hereto. This Agreement shall automatically terminate in the event of its assignment (as defined by the Act).

This Agreement will also terminate in the event that the Advisory Agreement by and between a Trust and the Adviser is terminated.

13. Severability. This Agreement constitutes the entire Agreement between the parties hereto. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby.

14. Amendments. This Agreement may be amended by mutual consent in writing, but the consent of each Trust must be obtained in conformity with the requirements of the Act.

15. Governing Law. This Agreement shall be construed in accordance with the laws of the State of New York and the applicable provisions of the Act. To the extent the applicable

laws of the State of New York, or any of the provisions herein, conflict with the applicable provisions of the Act, the latter shall control.

16. Personal Liability. The Declarations of Trust establishing each Trust (each, a “Declaration” and collectively, the “Declarations”), are on file in the office of the Secretary of the Commonwealth of Massachusetts, and, in accordance with each Declaration, no Trustee, shareholder, officer, employee or agent of the respective Trust shall be held to any personal liability, nor shall resort be had to their private property for satisfaction of any obligation or claim or otherwise in connection with the affairs of the respective Trust, but the respective “Trust Property,” as defined in the Declaration, only shall be liable.

17. Separate Series. Pursuant to the provisions of the Declarations, each Portfolio is a separate series of each Trust, and all debts, liabilities, obligations and expenses of a particular Portfolio shall be enforceable only against the assets of that Portfolio and not against the assets of any other Portfolio or of the respective Trust as a whole.

18. Proxy Voting. Subject to the prior approval by the Board of Trustees of the Trust and upon thirty (30) days’ written notice to the Subadviser (or such lesser or longer notice as is acceptable to the Subadviser), the Adviser reserves the right to delegate to the Subadviser responsibility for exercising voting rights for all or a specified portion of the securities held by a Portfolio. To the extent so delegated, the Subadviser will exercise voting rights with respect to securities held by a Portfolio in accordance with written proxy voting policies and procedures mutually agreed upon by the parties. To the extent the Adviser retains the responsibility for voting proxies, the Subadviser agrees to provide input on certain proxy voting matters or proposals as may be reasonably requested by the Adviser.

19. Confidentiality. (a) Each party will receive and hold any records or other information obtained pursuant to this Agreement (“confidential information”) in the strictest confidence, and acknowledges, represents, and warrants that it will use its reasonable best efforts to protect the confidentiality of this information. Each party agrees that, without the prior written consent of the other party, it will not use, copy, or divulge to third parties (other than such party’s respective Representatives (as defined below)) or otherwise use, except in accordance with the terms of this Agreement, any confidential information obtained from or through the other party in connection with this Agreement other than as reasonably necessary in the course of a Portfolio’s business, including, but not limited to, as may be requested by broker-dealers or third party firms conducting due diligence on the Portfolio; provided that such recipients must agree to protect the confidentiality of such confidential information and use such information only for the purposes of providing services to the Portfolio; provided, further, however, this covenant shall not apply to information which: (i) has been made publicly available by the other party or is otherwise in the public domain through no fault of the disclosing party; (ii) is within the legitimate possession of the disclosing party prior to its disclosure by such party and without any obligation of confidence; (iii) is lawfully received by the disclosing party from a third party when, to the best of such party’s knowledge and belief, such third party was not restricted from disclosing the information to such party; (iv) is independently developed by the disclosing party through persons who have not had access to,

or knowledge of, the confidential information; or (v) is approved in writing for disclosure by the other party prior to its disclosure.

who have a need to know confidential information. A party shall be responsible for enforcing compliance with this Agreement by its Representatives, if and to the extent such party has disclosed confidential information to any of them. The terms of this Section 19 are in addition to the terms of any other agreements between the parties or their affiliates.

20. Notices. All notices required or permitted to be given under this Agreement shall be in writing, shall specifically refer to this Agreement, and shall be addressed to the appropriate party at the address specified below, or such other address as may be specified by such party in writing in accordance with this Section, and shall be deemed to have been properly given when delivered or mailed by electronic mail, by U.S. certified or registered mail, return receipt requested, postage prepaid, or by reputable courier service.


Subadviser:		PineBridge Investments LLC 65 East 55^thStreet, 10^thFloor New York, NY 10022 Attention: Client Relations Email address: amer_clientrelations@pinebridge.com

		PineBridge Investments LLC 65 East 55^thStreet, 10^thFloor
		New York, NY 10022 Attention: Legal Department Email address: Eric.Smith@pinebridge.com

Adviser:		SunAmerica Asset Management, LLC 30 Hudson Street, 16th Floor Jersey City, NJ 07302 Attention: General Counsel Email address: SaamcoLegal@corebridgefinancial.com

SUBADVISORY AGREEMENT

This SUBADVISORY AGREEMENT (‘‘Agreement”) is dated as of January 1, 2026, by and between SUNAMERICA ASSET MANAGEMENT, LLC, a Delaware limited liability company (the “Adviser”), and SCHRODER INVESTMENT MANAGEMENT NORTH AMERICA INC., a Delaware corporation (the “Subadviser”).

WITNESSETH:

NOW, THEREFORE, it is hereby agreed between the parties hereto as follows:

The Subadviser also represents and warrants that in furnishing services hereunder, the Subadviser will not consult with any other subadviser of the Portfolio(s) or other series of the Trust, to the extent any other subadvisers are engaged by the Adviser, or any other subadvisers to other investment companies that are under common control with the Trust, concerning transactions of the Portfolio(s) in securities or other assets, other than for purposes of complying with the conditions of paragraphs (a) and (b) of rule 12d3-1 under the Act. Notwithstanding anything in this provision or the Agreement to the contrary, Adviser acknowledges and agrees that in furnishing the services hereunder, the Subadviser is authorized to engage its affiliate, Schroder Investment Management North America Limited, (the “ Subadvisory Affiliate”), to perform investment management services for the Portfolio(s); provided that the Subadviser shall continue to be liable and accountable for any acts or omissions of the Subadvisory Affiliate, as if such acts or omissions were its own.

The Adviser acknowledges that the Subadviser and its delegates do not hold client money and/or custody assets.

the Subadviser may engage its affiliates, the Adviser and its affiliates or any other subadviser to the Trust and its respective affiliates, as broker-dealers or futures commission merchants to effect portfolio transactions in securities and other investments for a Portfolio. The Subadviser will promptly communicate to the Adviser and to the officers and the Trustees of the Trust such information relating to portfolio transactions as they may reasonably request. To the extent consistent with applicable law, the Subadviser may aggregate purchase or sell orders for the Portfolio(s) with contemporaneous purchase or sell orders of other clients of the Subadviser or its affiliated persons. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Subadviser in the manner the Subadviser determines to be equitable and consistent with its and its affiliates’ fiduciary obligations to the Portfolio and to such other clients. The Adviser hereby acknowledges that such aggregation of orders may not result in more favorable pricing or lower brokerage commissions in all instances.

authorized, to the extent required by regulatory agencies or market practice, to reveal the Trust and the Portfolio’s identity and address to any financial intermediary through which or with which financial instruments are traded or cleared.

The Subadviser is authorized to terminate all such master and related agreements and other documentation with respect to a Portfolio when it determines it is in the best interest of the Portfolio to do so, and it is authorized to exercise all default and other rights of the Portfolio against the other party(ies) to such agreements in accordance with its fiduciary duties and the best interest of the Portfolio. Upon termination of this Agreement, the Subadviser agrees to remove the Portfolio(s) as parties to such agreements. In advance of this, the Subadviser shall consult with the Adviser regarding close-out, novation or continuation of positions under the agreements and retention of accounts or transfer of such accounts. If instructed by the Adviser to do so, the Subadviser shall close out open positions and transfer financial instruments in accordance with the Adviser’s instructions.

to the provision of its services under this Agreement. The Subadviser shall make its officers and employees (including its Chief Compliance Officer) who are responsible for the Portfolio available, upon reasonable notice to the Subadviser, to the Adviser and/or the CCO from time to time to examine and review the Subadviser’s compliance program and adherence thereto.

6. Proxy Voting. The Board of Trustees of the Trust has initially determined to delegate the authority and responsibility to exercise voting rights for a Portfolio’s securities to the Adviser. Subject to the prior approval by the Board of Trustees of the Trust and upon thirty (30) days’ written notice to the Subadviser (or such lesser or longer notice as is acceptable to the Subadviser), the Adviser reserves the right to delegate to the Subadviser responsibility for exercising voting rights for all of the securities held by the Subadviser’s allocation portion of a Portfolio. To the extent so delegated, the Subadviser will exercise voting rights with respect to securities held by a Portfolio in accordance with the Subadviser’s written proxy voting policies and procedures, subject to such reasonable reporting and other requirements as shall be mutually acceptable to the Adviser and the Subadviser. To the extent the Adviser retains the responsibility for voting proxies, the Subadviser agrees to provide input on certain proxy voting matters or proposals as may be reasonably requested by the Adviser. In addition, the Adviser will instruct the custodian and other parties providing services to the Trust promptly to forward to the proxy voting service copies of all proxies and shareholder communications relating to securities held by each Portfolio (other than materials relating to legal proceedings).

The Subadviser agrees that all accounts, books and other records maintained and preserved by it, and related to the Portfolio(s), as required hereby shall be subject at any time, and from time to time, to such reasonable periodic, special and other examinations by the SEC, the Trust’s auditors, the Trust or any representative of the Trust, the Adviser, or any governmental agency or other instrumentality having regulatory authority over the Trust.

8. Reference to the Subadviser. None of the Trust, the Portfolio(s) or the Adviser or any affiliate or agent thereof shall make reference to or use the name or logo of the

Subadviser or any of its affiliates in any advertising or promotional materials without the prior written approval of the Subadviser, prior to first use, which approval shall not be unreasonably withheld. Additionally, if substantive changes are made to such materials thereafter, the Portfolio(s) shall furnish to the Subadviser the updated material for approval prior to first use, which approval shall not be unreasonably withheld. Upon the termination of this Agreement, none of the Trust, the Portfolio(s) or the Adviser or any affiliate or agent thereof shall make reference to or use the name or logo of the Subadviser or any of its affiliates in any advertising or promotional materials. Notwithstanding the above, for so long as the Subadviser serves as subadviser to the Portfolio(s), the Trust, the Portfolio(s) and the Adviser may use the name or logo of the Subadviser or any of its affiliates in the Registration Statement, shareholder reports, and other filings with the SEC, or the name of the Subadviser or any of its affiliates after the Subadviser ceases to serve as subadviser, if such usage is for the purpose of meeting a disclosure obligation under laws, rules, regulations, statutes and codes, whether state or federal, without the Subadviser’s prior written consent.

(b) The Subadviser agrees to indemnify and hold harmless the Adviser (and its officers, directors/trustees, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Adviser) and/or the Trust (and its officers and trustees) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the Adviser and/or the Trust and their affiliates or such directors/trustees, officers or controlling person may become subject under the Act, the 1933 Act, under other statutes, common law or otherwise, which arise from the Subadviser’s “disabling conduct” (as defined in (a) above), including but not limited to any material failure by the Subadviser to comply with the provisions and representations and warranties set forth in Section 1 of this Agreement; provided, however, that in no case is the Subadviser’s indemnity in favor of any person deemed to protect such other persons against any liability to which such person would otherwise be subject by reasons of willful

misfeasance, bad faith, or gross negligence in the performance of his, her or its duties or by reason of his, her or its reckless disregard of obligations and duties under this Agreement; and provided further that Subadviser shall not be liable nor indemnify for any action or omission of any unaffiliated third party or service provider to the Portfolio(s), including any broker or dealer not within Subadviser’s direct supervision or control.

This Agreement will terminate in the event that the Advisory Agreement by and between the Trust and the Adviser is terminated.

11. Severability. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby.

12. Amendments. This Agreement may be amended by mutual consent in writing, but the consent of the Trust must be obtained in conformity with the requirements of the Act.

(c) To the extent that any confidential information may include materials subject to the attorney-client privilege, work product doctrine or any other applicable privilege concerning pending or threatened legal proceedings or governmental investigations, each party agrees that they have a commonality of interest with respect to such matters and it is their mutual desire, intention and understanding that the sharing of such material is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or its continued protection under the attorney-client privilege, work product doctrine or other applicable privilege, as applicable. All confidential information furnished by either party to the other or such other party’s Representatives hereunder that is entitled to protection under the attorney-client privilege, work product doctrine or other applicable privilege shall, to the extent legally permitted, remain entitled to such protection under such privileges, this Agreement, and under the joint defense doctrine.

18. Representations. By execution of the Agreement, Subadviser represents that it is duly registered as an investment adviser with the SEC pursuant to the Advisers Act and that

it has electronically provided to the Adviser Part 2A of its registration statement on Form ADV (the “ADV”) prior to signing the Agreement. The Adviser and Trust acknowledge receipt of Subadviser’s Part 2A.

19. Notices. All notices required to be given under this Agreement shall be in writing, shall specifically refer to this Agreement if it is not self-evident that the notice is related to this Agreement and such notice relates solely to this Agreement, and shall be addressed to the appropriate party at the address specified below, or such other address as may be specified by such party in writing in accordance with this Section, and shall be deemed to have been properly given when delivered or mailed by electronic mail, by U.S. certified or registered mail, return receipt requested, postage prepaid, or by reputable courier service.


Subadviser:		Schroder Investment Management North America Inc. 7 Bryant Park 19^th Floor New York, NY 10018 Attention: Legal Department Email address: subadvisoryclientteam@schroders.com with a copy to USLegal@schroders.com

Adviser:		SunAmerica Asset Management, LLC 30 Hudson Street, 16th Floor Jersey City, NJ 07302 Attention: General Counsel Email address: SAAMCoLegal@corebridgefinancial.com

[Signature page follows]

SUBADVISORY AGREEMENT

This SUBADVISORY AGREEMENT (“Agreement”) is dated as of January 1, 2026, by and between SUNAMERICA ASSET MANAGEMENT, LLC, a Delaware limited liability company (the “Adviser”), and T. ROWE PRICE ASSOCIATES, INC., a Maryland corporation (the “Subadviser”).

WITNESSETH:

WHEREAS, the Adviser and Seasons Series Trust, a Massachusetts business trust (the “Trust”), have entered into an Investment Advisory and Management Agreement dated as of January 1, 2026, as amended from time to time, (the “Advisory Agreement”) pursuant to which the Adviser has agreed to provide investment management, advisory and administrative services to the Trust, pursuant to which the Adviser may delegate one or more of its duties to a subadviser pursuant to a written subadvisory agreement; and

WHEREAS, the Subadviser is engaged in the business of rendering investment advisory services and is registered as an investment adviser under the Investment Advisers Act of 1940, as amended; and

NOW, THEREFORE, it is hereby agreed between the parties hereto as follows:

1. Duties of the Subadviser. The Adviser hereby appoints the Subadviser, in furtherance of the Advisory Agreement with the Trust, to manage the investment and reinvestment of the assets or portion of assets of each Portfolio listed on Schedule A attached hereto. The Subadviser will determine in its discretion and subject to the oversight and review of the Adviser, the securities to be purchased or sold, will provide the Adviser with records concerning the Portfolio’s investment activity which the Subadviser is required to maintain in connection therewith, and will render regular reports to the Adviser and to officers and Trustees of the Trust concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Trustees of the Trust and in compliance with such policies as the Trustees of the Trust may reasonably from time to time establish, and in compliance with (a) the objectives, policies, and limitations for the Portfolio(s) set forth in the Trust’s current prospectus and statement of additional information (together, the “Registration Statement”), and (b) applicable laws and regulations.

The Subadviser agrees that, with respect to the assets or portion of assets allocated to Subadviser for each of the Portfolios set forth in Schedule A, it will operate and manage such assets at all times (1) in compliance with applicable federal and state laws governing its operations and investments as set forth below; (2) so as not to jeopardize either the treatment of the variable annuity contracts which offer the Portfolio(s) (the “Contracts”) as annuity contracts for purposes of the Internal Revenue Code of 1986, as amended (the “Code”), or the eligibility of the Contracts to qualify for sale to the public in any state where they may otherwise be sold; and (3) to minimize any taxes and/or penalties payable by the Trust or such Portfolio. The Subadviser agrees to manage the assets or portion of assets allocated to Subadviser for each of the Portfolios set forth in Schedule A, in compliance with (a) the provisions of the Act and rules adopted thereunder; (b) the diversification requirements specified in Subchapter M, Chapter 1 of the Code, and in the Internal Revenue Service’s regulations under Section 817(h) of the Code; (c) applicable state insurance laws; and (d) applicable federal and state securities, commodities and banking laws, provided that Adviser shall provide Subadviser with written direction as to the requirements of applicable state insurance laws and applicable federal and state banking laws. For purposes of the preceding sentence, disclosure in the Trust’s prospectus and/or statement of additional information of applicable state insurance laws and regulations and applicable federal and state banking laws and regulations shall constitute “written direction” thereof. The Subadviser further represents and warrants that to the extent that any statements or omissions regarding the Subadviser made in any Registration Statement for the Contracts or shares of the Trust, or any amendment or supplement thereto, are made in reliance upon and in conformity with written information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Securities and Exchange Commission (“SEC”) thereunder (the “1933 Act”) and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. In addition, the Adviser represents and warrants that the Registration Statement for the Contract or shares of the Trust, or any amendment or supplement thereto, other than statements or omissions regarding the Subadviser provided in writing by the Subadviser expressly for use therein, will, when they become effective, conform in all material respects to the requirements of the 1933 Act and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.

The Subadviser accepts such appointment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreement.

any other subadvisers to other investment companies that are under common control with the Trust, concerning transactions of the Portfolio(s) in securities or other assets, other than for purposes of complying with the conditions of paragraphs (a) and (b) of rule 12d3-1 under the Act.

2. Portfolio Transactions. The Subadviser is responsible for decisions to buy or sell securities and other investments of the assets allocated to it, broker-dealers and futures commission merchants’ selection, and negotiation of brokerage commission and futures commission merchants’ rates. As a general matter, in executing portfolio transactions, the Subadviser may employ or deal with such broker-dealers or futures commission merchants as may, in the Subadviser’s best judgment, provide prompt and reliable execution of the transactions at favorable prices and reasonable commission rates. In selecting such broker-dealers or futures commission merchants, the Subadviser shall consider a number of relevant factors including price (including the applicable brokerage commission, dealer spread or futures commission merchant rate), the size of the order, the nature of the market for the security or other investment, the timing of the transaction, the reputation, experience and financial stability of the broker-dealer or futures commission merchant involved, the quality of the service, the difficulty of execution, the execution capabilities and operational facilities of the firm involved, and, in the case of securities, the firm’s risk in positioning a block of securities. Subject to such policies as the Trustees may reasonably determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), the Subadviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of the Subadviser’s having caused a Portfolio to pay a member of an exchange, broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another member of an exchange, broker or dealer would have charged for effecting that transaction, if the Subadviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such member of an exchange, broker or dealer viewed in terms of either that particular transaction or the Subadviser’s overall responsibilities with respect to such Portfolio and to other clients as to which the Subadviser exercises investment discretion. In accordance with Section 11(a) of the 1934 Act and Rule 11a2-2(T) thereunder, and subject to any other applicable laws and regulations including Section 17(e) of the Act and Rule 17e-1 thereunder, the Subadviser may engage its affiliates, the Adviser and its affiliates or any other subadviser to the Trust and its respective affiliates, as broker-dealers or futures commission merchants to effect portfolio transactions in securities and other investments for a Portfolio. The Subadviser will promptly communicate to the Adviser and to the officers and the Trustees of the Trust such information relating to portfolio transactions as may be mutually agreed with the Subadviser.

the Portfolio(s), as outlined in the Registration Statement for the Portfolio(s), the Adviser hereby authorizes and directs the Subadviser to do and perform every act and thing whatsoever necessary or incidental in performing its duties and obligations under this Agreement, including, but not limited to, executing as agent, on behalf of the Portfolio(s), master and related agreements and other documents to establish, operate and conduct all brokerage, collateral or other trading accounts, and executing as agent, on behalf of the Portfolio(s), such agreements and other documentation as may be required for the purchase or sale, assignment, transfer and ownership of any permitted investment, including repurchase and derivative master agreements, including any schedules and annexes to such agreements, releases, consents, elections and confirmations. The Subadviser also is hereby authorized to instruct a Portfolio’s custodian with respect to any collateral management activities in connection with any derivatives transactions and to enter into standard industry protocol arrangements (including those published by ISDA). The Subadviser is also authorized to provide evidence of its authority to enter into such master and related agreements, including by delivering a copy of this provision. The Adviser acknowledges and understands that it will be bound by any such trading accounts established, and agreements and other documentation executed, by the Subadviser for such investment purposes and agrees to provide the Subadviser with tax information, governing documents, legal opinions and other information concerning the Portfolio(s) as may be reasonably necessary to complete such agreements and other documentation. The Subadviser is required to provide the Adviser with copies of the applicable agreements and documentation promptly upon request and to notify the Adviser of any claims by counterparties or financial intermediaries that a Portfolio has triggered an early termination or default provision or otherwise is out of compliance with the terms of the applicable agreement or that the counterparty is excused from performing under the agreement. The Subadviser is hereby authorized, to the extent required by regulatory agencies or market practice, to reveal the Trust and the Portfolio’s identity and address to any financial intermediary through which or with which financial instruments are traded or cleared.

discretion. If instructed by the Adviser to do so, the Subadviser shall close out open positions and transfer financial instruments in accordance with the Adviser’s instructions.

3. Compensation of the Subadviser. The Subadviser shall not be entitled to receive any payment from the Trust and shall look solely and exclusively to the Adviser for payment of all fees for the services rendered, facilities furnished and expenses paid by it hereunder. As full compensation for the Subadviser under this Agreement, the Adviser agrees to pay to the Subadviser a fee at the annual rates set forth in Schedule A hereto with respect to the assets managed by the Subadviser for each Portfolio listed thereon. Such fee shall be accrued daily and paid monthly as soon as practicable after the end of each month, but in no event later than the 15th day of the following month. If the Subadviser shall provide its services under this Agreement for less than the whole of any month, the foregoing compensation shall be prorated.

4. Other Services. (i) At the request of the Trust or the Adviser, the Subadviser in its discretion may make available to the Trust, office facilities, equipment, personnel and other services. Such office facilities, equipment, personnel and services shall be provided for or rendered by the Subadviser and billed to the Trust or the Adviser at the Subadviser’s cost.

(ii) The Subadviser may delegate any of its duties and obligations hereunder to any affiliated person, as such term is defined in the 1940 Act, that is eligible to serve as an investment adviser to an investment company registered under the 1940 Act on such terms and conditions as it deems necessary or appropriate, provided that (i) the Adviser and the Board of Trustees of the Trust consent to any such delegation and to the terms and conditions thereof, (ii) such delegation is pursuant to a written contract which receives prior approval by the Adviser and the Board of Trustees of the Trust, which may not be materially amended without prior written approval of the Adviser and the Board of Trustees of the Trust, and which provides for its automatic termination in the event this Agreement is terminated for any reason, and (iii) such delegation is permitted by and in conformity with the 1940 Act. The Subadviser shall be liable to the Adviser and the Portfolio(s) for any loss or damage arising out of, in connection with, or related to the actions, or omissions to act, of any delegee utilized hereunder as if such delegee were a party hereto. The Subadviser shall be solely responsible for compensating any delegee for services rendered, and neither the Adviser nor the Portfolio(s) may be held responsible, or otherwise liable for, the payment of any amount due, or which may become due to any delegee.

shall be deemed to be an independent contractor and shall, unless otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust.

7. Proxy Voting. Subject to the prior approval by the Board of Trustees of the Trust and upon thirty (30) days’ written notice to the Subadviser (or such lesser or longer notice as is acceptable to the Subadviser), the Adviser reserves the right to delegate to the Subadviser responsibility for exercising voting rights for all or a specified portion of the securities held by a Portfolio. To the extent so delegated, the Subadviser will exercise voting rights with respect to securities held by a Portfolio in accordance with written proxy voting policies and procedures mutually agreed upon by the parties. To the extent the Adviser retains the responsibility for voting proxies, the Subadviser agrees to provide input on certain proxy voting matters or proposals as may be reasonably requested by the Adviser.

8. Services to Other Clients. Nothing contained in this Agreement shall limit or restrict (i) the freedom of the Subadviser, or any affiliated persons thereof, to render investment management and corporate administrative services to other investment companies, to act as investment manager or investment counselor to other persons, firms, or corporations, or to engage in any other business activities, or (ii) the right of any director, officer, or employee of the Subadviser, who may also be a director, officer, or employee of the Trust, to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any other business, whether of a similar nature or a dissimilar nature.

9. Certain Records. The Subadviser hereby undertakes and agrees to maintain, in the form and for the period required by Rule 31a-2 under the Act, all records relating to the investments of the Portfolio(s) that are required to be maintained by the Trust pursuant to the requirements of Rule 31a-1 of the Act. Any records required to be maintained and preserved pursuant to the provisions of Rule 31a-1 and Rule 31a-2 promulgated under the Act which are prepared or maintained by the Subadviser on behalf of the Trust are the property of the Trust and will be surrendered promptly to the Trust or the Adviser on request.

The Subadviser agrees that all accounts, books and other records maintained and preserved by it as required hereby shall be subject at any time, and from time to time, to such reasonable periodic, special and other examinations by the SEC, or any governmental agency or other instrumentality having regulatory authority over the Trust, and upon reasonable request and during normal business hours the Trust’s auditors, the Trust or any representative of the Trust, the Adviser.

10. Reference to the Subadviser. Subject to the terms of a separate Logo Licensing Agreement, neither the Trust nor the Adviser or any affiliate or agent thereof shall make reference to or use the name of the Subadviser or any of its affiliates in any advertising or promotional materials without the prior approval of the Subadviser, which approval shall not be unreasonably withheld.

11. Liability of the Subadviser. (a) In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties (“disabling conduct”) hereunder on the part of the Subadviser (and its officers, directors, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Subadviser) the Subadviser shall not be subject to liability to the Trust or to any shareholder of the Trust for any act or omission in the course of, or connected with, rendering services hereunder, including without limitation, any error of judgment or mistake of law or for any loss suffered by any of them in connection with the matters to which this Agreement relates, except to the extent specified in Section 36(b) of the Act concerning loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services. Except for such disabling conduct, the Adviser shall indemnify the Subadviser (and its officers, directors, partners, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Subadviser) (collectively, the “Indemnified Parties”) from any liability arising from the Subadviser’s conduct under this Agreement. Subadviser hereby indemnifies, defends and protects Adviser and holds Adviser harmless, from and against any and all liability arising out of Subadviser’s disabling conduct.

(b) The Subadviser agrees to indemnify and hold harmless the Adviser and its affiliates and each of its directors and officers and each person, if any, who controls the Adviser within the meaning of Section 15 of the 1933 Act against any and all losses, claims, damages, liabilities or litigation (including legal and other expenses), to which the Adviser or its affiliates or such directors, officers or controlling person may become subject under the 1933 Act, under other statutes, at common law or otherwise, which may be based upon (i) any wrongful act or material breach of this Agreement by the Subadviser arising from the Subadviser’s disabling conduct, or (ii) any failure by the Subadviser to comply with the representations and warranties set forth in Section 1 of this Agreement; provided, however, that in no case is the Subadviser’s indemnity in favor of any person deemed to protect such other persons against any liability to which such person would otherwise be subject by reasons of willful misfeasance, bad faith, or gross negligence in the performance of his, her or its duties or by reason of his, her or its reckless disregard of obligation and duties under this Agreement.

(c) The Subadviser shall not be liable to the Adviser, the Trust or any shareholder of the Trust for (i) any acts of the Adviser or any other subadviser to the Portfolio with respect to the portion of the assets of a Portfolio not managed by Subadviser and (ii) acts of the Subadviser which result from acts of the Adviser, including, but not limited to, a failure of the Adviser to provide accurate and current information with respect to any records maintained by Adviser or any other subadviser to a Portfolio, which records are not also maintained by or otherwise available to the Subadviser upon reasonable request. The Adviser agrees that Subadviser shall manage the portion of the assets of a Portfolio allocated to it as if it was a separate operating series and shall comply with the requirements of Section 1 of this Agreement (including, but not limited to, the investment objectives, policies and restrictions applicable to a Portfolio and qualifications of a Portfolio as a regulated investment company under the Code) only with respect to the portion of assets of a Portfolio allocated to

Subadviser. The Adviser shall indemnify the Indemnified Parties from any liability arising from the conduct of the Adviser and any other subadviser with respect to the portion of a Portfolio’s assets not allocated to Subadviser.

12. Permissible Interests. Trustees and agents of the Trust are or may be interested in the Subadviser (or any successor thereof) as directors, partners, officers, or shareholders, or otherwise; directors, partners, officers, agents, and shareholders of the Subadviser are or may be interested in the Trust as trustees, or otherwise; and the Subadviser (or any successor) is or may be interested in the Trust in some manner.

13. Term of the Agreement. This Agreement shall continue in full force and effect with respect to each Portfolio until two years from the date hereof, and from year to year thereafter so long as such continuance is specifically approved at least annually (i) by the vote of a majority of those Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio voting separately from any other series of the Trust.

With respect to each Portfolio, this Agreement may be terminated at any time, without payment of a penalty by the Portfolio or the Trust, by vote of a majority of the Trustees, or by vote of a majority of the outstanding voting securities (as defined in the Act) of the Portfolio, voting separately from any other series of the Trust, or by the Adviser, on not less than 30 nor more than 60 days’ written notice to the Subadviser. With respect to each Portfolio, this Agreement may be terminated by the Subadviser at any time, without the payment of any penalty, on 90 days’ written notice to the Adviser and the Trust; provided, however, that this Agreement may not be terminated by the Subadviser unless another subadvisory agreement has been approved by the Trust in accordance with the Act, or after six months’ written notice, whichever is earlier. In the event of such a termination, the Adviser will use its best efforts, and cause the Trust to use its best efforts, to engage another subadviser for the Portfolio as soon as possible. Notwithstanding the foregoing, the Subadviser may terminate the Agreement on 60 days’ written notice to the Adviser and the Trust, in the event of a breach of this Agreement by the Adviser. The termination of this Agreement with respect to any Portfolio or the addition of any Portfolio to Schedule A hereto (in the manner required by the Act) shall not affect the continued effectiveness of this Agreement with respect to each other Portfolio subject hereto. This Agreement shall automatically terminate in the event of its assignment (as defined by the Act).

This Agreement will also terminate in the event that the Advisory Agreement by and between the Trust and the Adviser is terminated.

14. Severability. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby.

15. Amendments. This Agreement may be amended by mutual consent in writing, but the consent of the Trust must be obtained in conformity with the requirements of the Act.

16. Governing Law. This Agreement shall be construed in accordance with the laws of the State of New York and the applicable provisions of the Act. To the extent the applicable laws of the State of New York, or any of the provisions herein, conflict with the applicable provisions of the Act, the latter shall control.

17. Personal Liability. The Declaration of the Trust establishing the Trust (the “Declaration”), is on file in the office of the Secretary of the Commonwealth of Massachusetts, and, in accordance with that Declaration, no Trustee, shareholder, officer, employee or agent of the Trust shall be held to any personal liability, nor shall resort be had to their private property for satisfaction of any obligation or claim or otherwise in connection with the affairs of the Trust, but the “Trust Property,” as defined in the Declaration, only shall be liable.

information as is required for regulatory purposes or to comply with internal policy or laws relating to document retention and (ii) shall not be required to return, delete, or destroy any confidential information as resides on its electronic systems, including email and back-up tapes, it being understood that any such surviving confidential information shall remain subject to the limitations of this Section 19.

(e) For purposes of this Agreement, “Representatives” with respect to a party means such party’s representatives, directors, officers, investment and advisory committee members, employees, fund participants, rating agencies, professional advisers (including lawyers, accountants and investment bankers), affiliates or agents of such party who have a need to know confidential information. A party shall be responsible for enforcing compliance with this Agreement by its Representatives, if and to the extent such party has disclosed confidential information to any of them. The terms of this Section 19 are in addition to the terms of any other agreements between the parties or their affiliates.

20. Notices. All notices required or permitted to be given under this Agreement shall be in writing, shall specifically refer to this Agreement, and shall be addressed to the appropriate party at the address specified below, or such other address as may be specified by such party in writing in accordance with this Section, and shall be deemed to have been properly given when delivered or mailed by electronic mail, by U.S. certified or registered mail, return receipt requested, postage prepaid, or by reputable courier service.


Subadviser:		T. Rowe Price Associates, Inc.
		1307 Harobr Point Street
		Baltimore, MD 21231
		Attention: Managing Legal Counsel- Subadvised
		Email address: Legal_Subadvised@troweprice.com

with a copy to:		T. Rowe Price Associates, Inc.
		4515 Painters Mill Road
		Owings Mills, MD 21117
		Attention: Managing Legal Counsel- Subadvised
		Email address: Legal_Subadvised@troweprice.com

Adviser:		SunAmerica Asset Management, LLC
		30 Hudson Street, 16^thFloor
		Jersey City, NJ 07302
		Attention: General Counsel
		Email address: SAAMCoLegal@corebridgefinancial.com

21. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same Agreement. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com or www.echosign.com, or other applicable law) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

[Signature page follows]

SUBADVISORY AGREEMENT

This SUBADVISORY AGREEMENT (“Agreement”) is dated as of January 1, 2026, by and between SUNAMERICA ASSET MANAGEMENT, LLC, a Delaware limited liability company (the “Adviser”), and WELLINGTON MANAGEMENT COMPANY LLP, a Delaware limited liability partnership (the “Subadviser”).

WITNESSETH:

WHEREAS, the Adviser and Seasons Series Trust, a Massachusetts business trust (the “Trust”), have entered into an Investment Advisory and Management Agreement dated as of January 1, 2026, as amended from time to time, (the “Advisory Agreement”) pursuant to which the Adviser has agreed to provide investment management, advisory and administrative services to the Trust, and pursuant to which the Adviser may delegate one or more of its duties to a subadviser pursuant to a written subadvisory agreement; and

WHEREAS, the Subadviser is engaged in the business of rendering investment advisory services and is registered as an investment adviser under the Investment Advisers Act of 1940, as amended; and

NOW, THEREFORE, it is hereby agreed between the parties hereto as follows:

1. Duties of the Subadviser. The Adviser hereby engages the services of the Subadviser in furtherance of the Advisory Agreement with the Trust. Pursuant to this Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Portfolio listed on Schedule A attached hereto. The Subadviser will determine in its discretion and subject to the oversight and review of the Adviser, the securities to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser or the Trust is required to maintain, and will render regular reports to the Adviser and to officers and Trustees of the Trust concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Trustees of the Trust and in compliance with such policies as the Trustees of the Trust may from time to time establish, and in compliance with (a) the objectives, policies, and limitations for the Portfolio(s) set forth

in the Trust’s current prospectus and statement of additional information (together, the “Registration Statement”), and (b) applicable laws and regulations.

Upon reasonable request from the Adviser, the Subadviser (through a qualified person or his or her designee) will reasonably assist the Adviser in valuing securities of a Portfolio as may be required from time to time; however, the Adviser acknowledges that the Subadviser is not the pricing, valuation, or fund accounting agent for the Portfolio(s), is not responsible for the Portfolio(s)’ or the Adviser’s valuation determinations, and that the Adviser shall assume responsibility for all valuation decisions.

Subject to this Section and except as otherwise specified in the investment guidelines, the Subadviser will provide investment management services for the Portfolio(s) without regard to any tax consequences that may result from any action taken or omitted by the Subadviser on behalf of the assets. Neither the Subadviser nor any of its affiliates provide tax advice in connection with investment of the Portfolio(s)’ assets, and the Adviser or Trust is responsible for determining and paying any taxes owed with respect to the activities of the assets.

The Adviser acknowledges that the Subadviser and its delegates do not hold client money and/or custody assets.

2. Portfolio Transactions. The Subadviser is responsible for decisions to buy or sell securities and other investments for a portion of the assets of each Portfolio, broker-dealers and futures commission merchants selection, and negotiation of brokerage commission and futures commission merchants rates. As a general matter, in executing portfolio transactions, the Subadviser may employ or deal with such broker-dealers or futures commission merchants as may, in the Subadviser’s best judgment, provide prompt and reliable execution of the transactions at favorable prices and reasonable commission rates. In selecting such broker-dealers or futures commission merchants, the Subadviser shall consider all relevant factors including price (including the applicable brokerage commission, dealer spread or futures commission merchant rate), the size of the order, the nature of the market for the security or other investment, the timing of the transaction, the reputation, experience and financial stability of the broker-dealer or futures commission merchant involved, the quality of the service, the difficulty of execution, the execution capabilities and operational facilities of the firm involved, and, in the case of securities, the firm’s risk in positioning a block of securities. Subject to such policies as the Trustees may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), the Subadviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of the Subadviser’s having caused a Portfolio to pay a member of an exchange, broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another member of an exchange, broker or dealer would have charged for effecting that transaction, if the Subadviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such member of an exchange, broker or dealer viewed in terms of either that particular transaction or the Subadviser’s overall responsibilities with respect to such Portfolio and to other clients as to which the Subadviser exercises investment discretion. In accordance with Section 11(a) of the 1934 Act and Rule 11a2-2(T) thereunder, and subject to any other applicable laws and regulations including Section 17(e) of the Act and Rule 17e-1 thereunder, the Subadviser may engage its affiliates, the Adviser and its affiliates or any other subadviser to the Trust and its respective affiliates, as broker-dealers or futures commission merchants to effect portfolio transactions in securities and other investments for a Portfolio. The Subadviser will promptly communicate to the Adviser and to the officers and the Trustees of the Trust such information relating to portfolio transactions as they may reasonably request.

Portfolio against the other party(ies) to such agreements in accordance with its fiduciary duties and the best interest of the Portfolio. Upon termination of this Agreement, the Subadviser agrees to remove the Portfolio(s) as parties to such agreements and to consult with the Adviser regarding close-out, novation or continuation of positions under the agreements and retention of accounts or transfer of such accounts, which the Adviser shall determine in its sole discretion. If instructed by the Adviser to do so, the Subadviser shall close out open positions and transfer financial instruments in accordance with the Adviser’s instructions.

3. Compensation of the Subadviser. The Subadviser shall not be entitled to receive any payment from the Trust and shall look solely and exclusively to the Adviser for payment of all fees for the services rendered, facilities furnished and expenses paid by it hereunder. As full compensation for the Subadviser under this Agreement, the Adviser agrees to pay to the Subadviser a fee at the annual rates set forth in Schedule A hereto with respect to the portion of the assets managed by the Subadviser for each Portfolio listed thereon. Such fee shall be accrued daily and paid monthly as soon as practicable after the end of each month. If the Subadviser shall provide its services under this Agreement for less than the whole of any month, the foregoing compensation shall be prorated.

4. Other Services. At the request of the Trust or the Adviser, the Subadviser in its discretion may make available to the Trust, office facilities, equipment, personnel and other services. Such office facilities, equipment, personnel and services shall be provided for or rendered by the Subadviser and billed to the Trust or the Adviser at the Subadviser’s cost.

5. Reports. The Trust, the Adviser and the Subadviser agree to furnish to each other, if applicable, current prospectuses, statements of additional information, proxy statements, reports of shareholders, certified copies of their financial statements, and such other information with regard to their affairs and that of the Trust as each may reasonably request.

6. Status of the Subadviser. The services of the Subadviser to the Adviser and the Trust are not to be deemed exclusive, and the Subadviser shall be free to render similar services to others so long as its services to the Trust are not impaired thereby. The Subadviser shall be deemed to be an independent contractor and shall, unless otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust.

7. Proxy Voting. Subject to the prior approval by the Board of Trustees of the Trust and upon thirty (30) days’ written notice to the Subadviser (or such lesser or longer notice as is acceptable to the Subadviser), the Adviser reserves the right to delegate to the Subadviser responsibility for exercising voting rights for all or a specified portion of the securities held by a Portfolio. To the extent so delegated, the Subadviser will exercise voting rights with respect to securities held by a Portfolio in accordance with the Subadviser’s written proxy voting policies and procedures, subject to such reasonable reporting and other requirements as shall be established by the Adviser. To the extent the Adviser retains the responsibility for voting proxies, the Subadviser agrees to provide input on certain non-routine proxy voting matters or proposals as may be reasonably requested by the Adviser.

8. Certain Records. The Subadviser hereby undertakes and agrees to maintain, in the form and for the period required by Rule 31a-2 under the Act, all records relating to the investments of the Portfolio(s) that are required to be maintained by the Trust pursuant to the requirements of Rule 31a-1 of the Act. Any records required to be maintained and preserved pursuant to the provisions of Rule 31a-1 and Rule 31a-2 promulgated under the Act which are prepared or maintained by the Subadviser on behalf of the Trust are the property of the Trust and will be surrendered promptly to the Trust or the Adviser on request.

9. Reference to the Subadviser. Neither the Trust nor the Adviser or any affiliate or agent thereof shall make reference to or use the name of the Subadviser or any of its affiliates in any advertising or promotional materials without the prior approval of the Subadviser, which approval shall not be unreasonably withheld.

10. Liability of the Subadviser. (a) In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties (“disabling conduct”) hereunder on the part of the Subadviser (and its officers, directors, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Subadviser) the Subadviser shall not be subject to liability to the Trust or to any shareholder of the Trust for any act or omission in the course of, or connected with, rendering services hereunder, including without limitation, any error of judgment or mistake of law or for any loss suffered by any of them in connection with the matters to which this Agreement relates, except to the extent specified in Section 36(b) of the Act concerning loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services. Except for such disabling conduct, the Adviser shall indemnify the Subadviser (and its officers, directors, partners, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Subadviser) (collectively, the “Indemnified Parties”) from any liability arising from the Subadviser’s conduct under this Agreement. Subadviser hereby indemnifies, defends and protects Adviser and holds Adviser harmless, from and against any and all liability arising out of Subadviser’s disabling conduct.

Agreement; provided, however, that in no case is the Subadviser’s indemnity in favor of any person deemed to protect such other persons against any liability to which such person would otherwise be subject by reasons of willful misfeasance, bad faith, or gross negligence in the performance of his, her or its duties or by reason of his, her or its reckless disregard of obligation and duties under this Agreement.

(c) The Subadviser shall not be liable to the Adviser for (i) any acts of the Adviser or any other subadviser to the Portfolio with respect to the portion of the assets of a Portfolio not managed by Subadviser and (ii) acts of the Subadviser which result from acts of the Adviser, including, but not limited to, a failure of the Adviser to provide accurate and current information with respect to any records maintained by Adviser or any other subadviser to a Portfolio, which records are not also maintained by or otherwise available to the Subadviser upon reasonable request. The Adviser agrees that Subadviser shall manage the portion of the assets of a Portfolio allocated to it as if it was a separate operating series and shall comply with Section 1 of this Agreement (including, but not limited to, the investment objectives, policies and restrictions applicable to a Portfolio and qualifications of a Portfolio as a regulated investment company under the Code) with respect to the portion of assets of a Portfolio allocated to Subadviser. The Adviser shall indemnify the Indemnified Parties from any liability arising from the conduct of the Adviser and any other subadviser with respect to the portion of a Portfolio’s assets not allocated to Subadviser.

11. Permissible Interests. Trustees and agents of the Trust are or may be interested in the Subadviser (or any successor thereof) as directors, partners, officers, or shareholders, or otherwise; directors, partners, officers, agents, and shareholders of the Subadviser are or may be interested in the Trust as trustees, or otherwise; and the Subadviser (or any successor) is or may be interested in the Trust in some manner.

12. Term of the Agreement. This Agreement shall continue in full force and effect with respect to each Portfolio until two years from the date hereof, and from year to year thereafter so long as such continuance is specifically approved at least annually (i) by the vote of a majority of those Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio voting separately from any other series of the Trust.

subadvisory agreement has been approved by the Trust in accordance with the Act (and the Trust shall not unreasonably delay this process), or after six months’ written notice, whichever is earlier. Upon termination, the Subadviser will provide reasonable assistance to the Adviser and the Trust in transitioning the Portfolio(s) to a successor manager or in liquidating the Portfolio(s); however, the Subadviser will retain no responsibility or authority over any account assets that cannot be liquidated at the time of termination. Notwithstanding the foregoing, the Subadviser may terminate the Agreement upon 60 days’ written notice in the event of a breach of the Agreement by the Adviser. The termination of this Agreement with respect to any Portfolio or the addition of any Portfolio to Schedule A hereto (in the manner required by the Act) shall not affect the continued effectiveness of this Agreement with respect to each other Portfolio subject hereto. This Agreement shall automatically terminate in the event of its assignment (as defined by the Act).

This Agreement will also terminate in the event that the Advisory Agreement by and between the Trust and the Adviser is terminated.

13. Severability. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby.

14. Amendments. This Agreement may be amended by mutual consent in writing, but the consent of the Trust must be obtained in conformity with the requirements of the Act.

15. Governing Law. This Agreement shall be construed in accordance with the laws of the State of New York and the applicable provisions of the Act. To the extent the applicable laws of the State of New York, or any of the provisions herein, conflict with the applicable provisions of the Act, the latter shall control.

16. Legal Matters. The Subadviser will not take any action or render advice involving legal action on behalf of the Trust with respect to securities or other investments held in a Portfolio or the issuers thereof, which become the subject of legal notices or proceedings, including securities class actions and bankruptcies.

17. Personal Liability. The Declaration of the Trust establishing the Trust (the “Declaration”), is on file in the office of the Secretary of the Commonwealth of Massachusetts, and, in accordance with that Declaration, no Trustee, shareholder, officer, employee or agent of the Trust shall be held to any personal liability, nor shall resort be had to their private property for satisfaction of any obligation or claim or otherwise in connection with the affairs of the Trust, but the “Trust Property,” as defined in the Declaration, only shall be liable.

18. Separate Series. Pursuant to the provisions of the Declaration, each Portfolio is a separate series of the Trust, and all debts, liabilities, obligations and expenses of a particular Portfolio shall be enforceable only against the assets of that Portfolio and not against the assets of any other Portfolio or of the Trust as a whole.

19. Confidentiality. (a) Each party will receive and hold any records or other information obtained pursuant to this Agreement (“confidential information”) in the strictest confidence, and acknowledges, represents, and warrants that it will use its reasonable best efforts to protect the confidentiality of this information. Each party agrees that, without the prior written consent of the other party, it will not use, copy, or divulge to third parties (other than such party’s respective Representatives (as defined below)) or otherwise use, except in accordance with the terms of this Agreement, any confidential information obtained from or through the other party in connection with this Agreement other than as reasonably necessary in the course of a Portfolio’s business, including, but not limited to, as may be requested by broker-dealers or third party firms conducting due diligence on the Portfolio; provided that such recipients must agree to protect the confidentiality of such confidential information and use such information only for the purposes of providing services to the Portfolio; provided, further, however, this covenant shall not apply to information which: (i) has been made publicly available by the other party or is otherwise in the public domain through no fault of the disclosing party; (ii) is within the legitimate possession of the disclosing party prior to its disclosure by such party and without any obligation of confidence; (iii) is lawfully received by the disclosing party from a third party when, to the best of such party’s knowledge and belief, such third party was not restricted from disclosing the information to such party; (iv) is independently developed by the disclosing party through persons who have not had access to, or knowledge of, the confidential information; or (v) is approved in writing for disclosure by the other party prior to its disclosure.

(e) For purposes of this Agreement, “Representatives” with respect to a party means such party’s representatives, directors, officers, investment and advisory committee members, employees, fund participants, rating agencies, professional advisers (including lawyers, accountants and investment bankers), affiliates or agents of such party who have a need to know confidential information. A party shall be responsible for enforcing compliance with this Agreement by its Representatives, if and to the extent such party has disclosed confidential information to any of them. The terms of this Section 19 are in addition to the terms of any other agreements between the parties or their affiliates.

20. Notices. All notices required or permitted to be given under this Agreement shall be in writing, shall specifically refer to this Agreement, and shall be addressed to the appropriate party at the address specified below, or such other address as may be specified by such party in writing in accordance with this Section, and shall be deemed to have been properly given when delivered or mailed by electronic mail, by U.S. certified or registered mail, return receipt requested, postage prepaid, or by reputable courier service.

otherwise deemed advisable. The Adviser may withdraw consent to electronic delivery at any time by giving the Subadviser notice pursuant this Section.


Subadviser:		Wellington Management Company LLP
		280 Congress Street
		Boston, MA 02210
		Attention: Legal and Compliance
		Email address: WRTSunAmerica@wellington.com

Adviser:		SunAmerica Asset Management, LLC
		30 Hudson Street, 16th Floor
		Jersey City, NJ 07302
		Attention: General Counsel
		Email address: SAAMCoLegal@corebridgefinancial.com

21. Use of the Services of Others. In rendering the services required under this Agreement, Subadviser may, consistent with applicable law from time to time, employ, delegate, or associate with itself such affiliated or unaffiliated person or persons as it believes reasonably necessary to assist it in carrying out its obligations under this Agreement; provided, however, that any such delegation shall not involve any such person serving as an “adviser” to the Portfolio within the meaning of the Act. Subadviser shall remain liable to Adviser for the performance of Subadviser’s obligations hereunder, to the extent specified in this Agreement, and Adviser shall not be responsible for any fees that any such person may charge to Subadviser for such services.

22. Force Majeure. No party to this Agreement will be liable for any failure or delay in performing any of its obligations under or pursuant to the Agreement, and any such failure or delay in performing its obligations will not constitute a breach of the Agreement, if such failure or delay is due to an event outside its reasonable control, unless the response to such event is not in accordance with the party’s respective business continuity plan or other such policies and procedures. Any such non-performing party will be entitled to a reasonable extension of the time for performing such obligations. Events outside a party’s reasonable control include any event or circumstance that the party is unable to avoid using reasonable skill and care, including, but not limited to, acts of civil or military authority, national emergencies, fire, flood or other catastrophe, acts of God, terrorism, war or riots or severe or adverse weather conditions.

23. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same Agreement. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com or www.echosign.com, or other applicable law) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

[Signature page follows]

EXHIBIT B

SUB-SUBADVISORY AGREEMENT

THIS SUB-SUBADVISORY AGREEMENT made as of January 1, 2026 by and between FRANKLIN ADVISERS, INC., a corporation organized and existing under the laws of the State of California (hereinafter called “FAV”), and PUTNAM INVESTMENT MANAGEMENT, LLC, a limited liability company organized and existing under the laws of the State of Delaware (“PIM”).

WHEREAS, FAV and PIM are each registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and engaged in the business of supplying investment management services as an independent contractor; and

WHEREAS, FAV has been retained to render investment sub-advisory services with respect to Seasons Series Trust (the “Trust”), a Massachusetts business trust registered with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to the Investment Company Act of 1940, as amended (the “1940 Act”), and specifically the SA Franklin Allocation Moderately Aggressive Portfolio series of the Trust (the “Fund”) ; and

WHEREAS, FAV desires to retain PIM to render certain investment sub-advisory and related services with respect to the Fund pursuant to the terms and provisions of this Agreement, and PIM is interested in furnishing said services.

NOW, THEREFORE, in consideration of the covenants and the mutual promises hereinafter set forth, the parties hereto, intending to be legally bound hereby, mutually agree as follows:

1. FAV hereby retains PIM and PIM hereby accepts such engagement, to furnish certain investment advisory and related services with respect to certain assets of the Fund, as more fully set forth herein.

(a) Subject to the overall policies, direction and review of the Fund’s Board of Trustees (the “Board”) and to the instructions and supervision of FAV, PIM will provide certain investment advisory and related services for a portion of the Fund as agreed upon from time to time by FAV and PIM, including:

(i)

managing the investment and reinvestment of that portion of the Fund’s portfolio allocated for investment to it by FAV, if any, from time to time, with PIM determining what securities and other property will be purchased, retained or sold with respect to such portion, and placing all purchase and sale orders with respect to such portion;

(ii)	Providing assistance with purchasing and selling securities and other property for the Fund, including the placement of orders with broker-dealers selected by PIM, even if FAV has not delegated investment discretion with respect to such assets; and

(iii)

performing research and obtaining and evaluating pertinent economic, statistical, and financial data relevant to the investment strategies and policies of the Fund, as set forth in the Fund’s prospectus and statement of additional information, and sharing such research and data with FAV upon request.

The assets with respect to which PIM provides the services set forth in Sections 1(a)(i) through (iii) are referred to as the “Sub-Advised Portion.”

(b) In performing these services, PIM shall adhere to the Fund’s investment goal(s), policies and restrictions as contained in the Fund’s current prospectus and statement of additional information, and in the Agreement and Declaration of Trust and Bylaws of the Fund or Trust, as applicable, and to the investment guidelines most recently established by FAV (all as may be amended from time to time) and shall comply with the provisions of the 1940 Act and the rules and regulations of the SEC thereunder in all material respects and with the provisions of the United States Internal Revenue Code of 1986, as amended, which are applicable to regulated investment companies.

(c) Unless otherwise instructed by FAV or the Board, and subject to the provisions of this Agreement and to any guidelines or limitations specified from time to time by FAV or by the Board, PIM shall report daily all transactions effected by PIM on behalf of the Fund to FAV and to other entities as reasonably directed by FAV or the Board.

(d) PIM shall provide FAV such information with respect to its services hereunder as is reasonably necessary to fulfill FAV’s own reporting obligations with respect to the Fund.

(e) In carrying out its duties hereunder, PIM shall comply with all reasonable instructions of the Fund, the Board or FAV in connection therewith.

2. (a) Where applicable based on the services it provides pursuant to Section 1 above, PIM shall, in the name of the Fund, place or direct the placement of orders for the execution of portfolio transactions in accordance with the Fund’s policies with respect thereto and as set forth in the Fund’s Registration Statement, as amended from time to time, and under the Securities Act of 1933, as amended (the “1933 Act”), Securities Exchange Act of 1934, as amended (the “1934 Act”), and the 1940 Act. In connection with the placement of orders for the execution of the Sub-Advised Portion’s portfolio transactions, PIM shall create and maintain all necessary brokerage records of the Fund in accordance with all applicable laws, rules and regulations, including but not limited to, records required by Section 31(a) of the 1940 Act. All records shall be the property of the Fund and shall be available for inspection and use by the SEC, the Fund or any person retained by the Fund. Where applicable, such records shall be maintained by PIM for the period and in the place required by Rule 31a-2 under the 1940 Act.

(b) Where applicable based on the services it provides pursuant to Section 1 above, PIM shall select brokers and dealers for the execution of the Fund’s transactions with respect to the Sub-Advised Portion. In selecting brokers or dealers to execute such orders and

subject to any policies and procedures adopted by the Trust’s Board, PIM is expressly authorized to consider the fact that a broker or dealer has furnished statistical, research or other information or services which may enhance PIM’s investment research and portfolio management capability generally. It is further understood in accordance with Section 28(e) of the 1934 Act that PIM may negotiate with and assign to a broker a commission which may exceed the commission which another broker would have charged for effecting the transaction if PIM determines in good faith that the amount of commission charged was reasonable in relation to the value of brokerage and/or research services (as defined in Section 28(e)) provided by such broker, viewed in terms either of the Fund or PIM’s overall responsibilities to PIM’s discretionary accounts.

3. (a) PIM shall, unless otherwise expressly provided and authorized, have no authority to act for or represent FAV or the Fund in any way, or in any way be deemed an agent for FAV or the Fund.

(b) It is understood that the services provided by PIM are not to be deemed exclusive. FAV acknowledges that PIM may have investment responsibilities, or render investment advice to, or perform other investment advisory services, for individuals or entities, including other investment companies registered pursuant to the 1940 Act (“Clients”), which may invest in the same type of securities as the Fund. FAV agrees that PIM may give advice or exercise investment responsibility and take such other action with respect to such Clients which may differ from advice given or the timing or nature of action taken with respect to the Fund.

4. PIM agrees to use its best efforts in performing the services to be provided by it pursuant to this Agreement.

5. PIM will treat confidentially and as proprietary information of the Fund all records and other information relative to the Fund and prior, present or potential shareholders, and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by the Fund, which approval shall not be unreasonably withheld and may not be withheld where PIM may be exposed to civil or criminal contempt proceedings for failure to comply when requested to divulge such information by duly constituted authorities, or when so requested by the Fund.

6. (a) In payment for the investment sub-advisory services to be rendered by PIM under Section 1(a)(i)) hereunder with respect to the Fund, FAV shall pay a monthly fee in

U.S. dollars to PIM calculated daily at the following annual rate: [omitted] of the average aggregate net asset value of the assets in the Sub-Advised Portion. For the purposes of calculating such fee, the net asset value of the Sub-Advised Portion and the value of the net assets of the Fund shall be determined in the same manner that the Fund uses to compute its net asset value for purposes of pricing purchases and redemptions of its shares, all as set forth more fully in the Fund’s then current prospectus and statement of additional information.

(b) In payment for the services to be rendered by PIM under Sections 1(a)(ii)-(iii), FAV shall pay a monthly fee in U.S. dollars to PIM based on the costs of PIM in providing services with respect to the Fund, which may include a mark-up determined and revised from time-to-time in accordance with the transfer pricing policy of the parties’ parent company (specifically, the global service fee model thereunder) in line with applicable tax/transfer pricing regulations, but not to exceed 15% over such costs.

(c) If this Agreement is terminated prior to the end of any month, the monthly fee shall be prorated for the portion of any month in which this Agreement is in effect which is not a complete month according to the proportion which the number of calendar days in the month during which the Agreement is in effect bears to the total number of calendar days in the month, and shall be payable within 10 days after the date of termination.

7. (a) In the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of its obligations or duties hereunder on the part of PIM, neither PIM nor any of its directors, officers, employees or affiliates shall be subject to liability to FAV, the Fund’s primary adviser(s) or the Fund or to any shareholder of the Fund for any error of judgment or mistake of law or any other act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security by the Fund.

(b) Notwithstanding paragraph 7(a), to the extent that FAV is found by a court of competent jurisdiction, or the SEC or any other regulatory agency, to be liable to the Fund, the Fund’s primary adviser(s) or any shareholder of the Fund (a “liability”) for any acts undertaken by PIM pursuant to authority delegated as described in Paragraph 1(a), PIM shall indemnify and save FAV and each of its affiliates, officers, directors and employees (each an “Indemnified Party”) harmless from, against, for and in respect of all losses, damages, costs and expenses incurred by an Indemnified Party with respect to such liability, together with all legal and other expenses reasonably incurred by any such Indemnified Party, in connection with such liability.

(c) No provision of this Agreement shall be construed to protect any director or officer of FAV or PIM from liability in violation of Sections 17(h) or (i) of the 1940 Act.

8. During the term of this Agreement, PIM will pay all expenses incurred by it in connection with its activities under this Agreement other than the cost of securities (including brokerage commissions, if any) purchased for the Fund. The Fund and FAV will be responsible for all of their respective expenses and liabilities.

9. This Agreement shall be effective as of the date given above and shall continue in effect for two years. It is renewable annually thereafter so long as such continuance is specifically approved at least annually (i) by a vote of the Board or by the vote of a majority of the outstanding voting securities of the Fund, and (ii) by the vote of a majority of the Trustees of the Trust who are not parties to this Agreement or interested persons thereof, cast in person at a meeting called for the purpose of voting on such approval.

10. This Agreement may be terminated at any time, without payment of any penalty, by the Board or by vote of a majority of the outstanding voting securities of the Fund, upon sixty (60) days’ written notice to FAV and PIM, and by FAV or PIM upon sixty (60) days’ written notice to the other party.

11. This Agreement shall terminate automatically in the event of any assignment thereof, as defined in the 1940 Act, and upon any termination of the Subadvisory Agreement between FAV and the Fund’s primary adviser.

12. In compliance with the requirements of Rule 31a-3 under the 1940 Act, PIM hereby agrees that all records which it maintains for the Fund are the property of the Fund and further agrees to surrender promptly to the Fund, or to any third party at the Fund’s direction, any of such records upon the Fund’s request. PIM further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the records required to be maintained by Rule 31a-1 under the 1940 Act.

13. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule, or otherwise, the remainder of this Agreement shall not be affected thereby.

14. The terms “majority of the outstanding voting securities” of the Fund and “interested persons” shall have the meanings as set forth in the 1940 Act.

15. This Agreement shall be interpreted in accordance with and governed by the laws of the State of California of the United States of America.

16. PIM acknowledges that it has received notice of and accepts the limitations of the Trust’s liability as set forth in its Agreement and Declaration of Trust. PIM agrees that the Trust’s obligations hereunder shall be limited to the assets of the Fund, and that PIM shall not seek satisfaction of any such obligation from any shareholders of the Fund nor from any trustee, officer, employee or agent of the Trust.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and attested by their duly authorized officers.


FRANKLIN ADVISERS, INC.

By:		/s/ Edward Perks
Name:		Edward Perks
Title:		President and CIO


PUTNAM INVESTMENT MANAGEMENT, LLC

By:		/s/ Steven McKay
Name:		Steven McKay
Title:		Head of U.S. Retirement, Insurance & College Savings

SUB-SUBADVISORY AGREEMENT FOR

SEASONS SERIES TRUST

THIS AGREEMENT is made as of this 1st day of January 2026, among SCHRODER INVESTMENT MANAGEMENT NORTH AMERICA INC., (“SIMNA”) a corporation organized under the laws of the State of Delaware with its principal place of business at 7 Bryant Park, 19th Floor, New York 10018-3706, and SCHRODER INVESTMENT MANAGEMENT NORTH AMERICA LIMITED (“SIMNA Limited”) a UK corporation with its principal place of business at 1 London Wall Place, London, UK EC2Y 5AU.

W I T N E S S E T H

WHEREAS, SunAmerica Asset Management, LLC (“SunAmerica”), a corporation organized and existing under the laws of Delaware has retained SIMNA as its sub-adviser to render investment advisory services to a portfolio of the Seasons Series Trust (the “Portfolio”), a Massachusetts business trust (the “Trust”) registered as an investment company under the Investment Company Act of 1940, as amended (the “1940 Act”) pursuant to a Sub-Advisory Agreement dated as of the date hereof (the “SunAmerica Advisory Agreement”);

WHEREAS, SIMNA previously employed SIMNA Limited as its investment sub-adviser pursuant to the Sub-Subadvisory Agreement dated 13th day of January 2025, as amended and supplemented (the “Prior Sub-Subadvisory Agreement”), the parties desire for the Prior Sub-Subadvisory Agreement to be replaced and superseded by this Agreement; and

WHEREAS, SIMNA desires to employ SIMNA Limited as its investment sub-adviser, and SIMNA Limited is willing to render investment sub-advisory services to SIMNA, subject to and in accordance with the terms and conditions of this Agreement.

NOW THEREFORE, in consideration of the mutual promises and undertakings set forth in this Agreement, SIMNA and SIMNA Limited hereby agree as follows:

1. Appointment of SIMNA Limited. SIMNA hereby employs SIMNA Limited as investment sub-adviser for the assets of the Portfolio, on the terms and conditions set forth herein, and subject to the direction of SIMNA. SIMNA Limited accepts such employment and agrees to render the services herein set forth, for the compensation herein provided.

2. Duties of SIMNA Limited.

(a) SIMNA employs SIMNA Limited to act as its sub-advisor in managing the investment and reinvestment of all or a portion of the assets of the Portfolio in accordance with the SunAmerica Advisory Agreement; to continuously review, supervise, and administer an investment program for the Portfolio; to determine in its discretion the securities to be purchased or sold and the portion of such assets to be held uninvested; to provide the Trust (either directly or through SIMNA) with all records concerning the activities of SIMNA Limited that the Trust is required to maintain; and to render or assist SIMNA in rendering regular reports to the Trust’s officers and the Board of Trustees concerning the discharge of

SIMNA Limited’s responsibilities hereunder. SIMNA Limited will discharge the foregoing responsibilities subject to the supervision and oversight of SIMNA, the Trust’s officers and the Board of Trustees and in compliance with the objective, policies, and limitations set forth in the Portfolio’s prospectus and Statement of Additional Information, any additional operating policies or procedures that the Portfolio communicates to SIMNA Limited in writing (either directly or through SIMNA), and applicable laws and regulations. SIMNA Limited agrees to provide, at its own expense, the office space, furnishings and equipment, and the personnel required by it to perform the services on the terms and for the compensation provided herein.

(b) SIMNA Limited acknowledges and agrees that SIMNA is ultimately responsible for all aspects of providing to the Portfolio the services required of SIMNA under the SunAmerica Advisory Agreement. Accordingly, SIMNA Limited shall discharge its duties and responsibilities specified in paragraph (a) of this Section 2 and elsewhere in this Agreement, subject at all times to the direction, control, supervision, and oversight of SIMNA. In furtherance thereof, SIMNA Limited shall, without limitation, (i) make its offices available to representatives of SIMNA for on-site inspections and consultations with the officers and applicable portfolio managers of SIMNA Limited responsible for the day-to-day management of the Portfolio, (ii) upon request, provide SIMNA with copies of all records it maintains regarding its management of the Portfolio and (iii) report to SIMNA each calendar quarter and at such other times as SIMNA may reasonably request regarding (A) SIMNA Limited’s implementation of the Portfolio’s investment program and the Portfolio’s portfolio composition and performance, (B) any policies and procedures implemented by SIMNA Limited to ensure compliance with United States securities laws and regulations applicable to SIMNA Limited and the Portfolio, (C) the Portfolio’s compliance with the objective, policies, and limitations set forth in the Portfolio’s prospectus and Statement of Additional Information and any additional operating policies or procedures that the Portfolio communicates to SIMNA Limited in writing (either directly or through SIMNA) and (D) such other matters as SIMNA may reasonably request.

(c) SIMNA may delegate portfolio management activities with respect to the Account(s) to other management entities within the Schroders Group, including SIMNA Ltd. Where it does so, it will remain the manager of the applicable Account(s) and undertakes not to delegate the portfolio management functions or the risk managements function to any party in such a manner such, or to the extent, that it becomes a “letter-box entity” for the purposes of Directive 2011/61/EU on Alternative Investment Fund Managers and can no longer be considered to be the manager of the Account.

3. Securities Transactions. Among its responsibilities, SIMNA Limited shall select the brokers or dealers that will execute purchases and sales of securities for the Portfolio, and is directed to use its best efforts to obtain the best available price and most favorable execution for such transactions, subject to written policies and procedures provided to SIMNA Limited (either directly or through SIMNA), and consistent with Section 28(e) of the Securities Exchange Act of 1934. SIMNA Limited will promptly communicate or assist SIMNA in communicating to the Portfolio’s officers and the Board of Trustees such

information relating to the portfolio transactions SIMNA Limited has directed on behalf of the Portfolio as SIMNA or such officers or the Board may reasonably request.

4. Compensation of SIMNA Limited. For the services to be rendered by SIMNA Limited as provided in this Agreement, SIMNA (and not the Trust or the Portfolio) will pay to SIMNA Limited at the end of each of month a fee equal to the amount set forth on Appendix A attached hereto. For clarity, SIMNA (and not the Trust, the Portfolio or SunAmerica) shall be obligated to pay SIMNA Limited fees hereunder for any period only out of and following SIMNA’s receipt from SunAmerica of advisory fees pursuant to Section 3 of the SunAmerica Advisory Agreement for such period. If this Agreement becomes effective or terminates before the end of any month, the fee for the period from the effective date to the end of the month or from the beginning of such month to the date of termination, as the case may be, shall be prorated according to the proportion that such partial month bears to the full month in which such effectiveness or termination occurs.

5. Compliance. SIMNA Limited agrees to comply with all policies, procedures, or reporting requirements that the Board of Trustees reasonably adopts and communicates to SIMNA Limited in writing (either directly or through SIMNA) including, without limitation, any such policies, procedures, or reporting requirements relating to soft dollar or other brokerage arrangements. “Applicable Law” means (i) the “federal securities laws” as defined in Rule 38a-1(e)(1) under the 1940 Act, as amended from time to time, and (ii) any and all other laws, rules, and regulations, whether foreign or domestic, in each case applicable at any time and from time to time to the investment management operations of SIMNA Limited in relation to the Portfolio.

6. Status of SIMNA Limited. The services of SIMNA Limited to SIMNA under this Agreement are not to be deemed exclusive, and SIMNA Limited will be free to render similar services to others so long as its services to SIMNA under this Agreement are not impaired thereby. SIMNA Limited will be deemed to be an independent contractor and will, unless otherwise expressly provided or authorized, have no authority to act for or represent the Portfolio in any way or otherwise be deemed an agent of the Portfolio or the Trust.

7. Liability of SIMNA Limited. No provision of this Agreement will be deemed to protect SIMNA Limited against any liability to SIMNA or to the Portfolio or its shareholders to which it might otherwise be subject by reason of any willful misfeasance, bad faith, or gross negligence in the performance of its duties or the reckless disregard of its obligations under this Agreement.

Agreement at any time, without payment of any penalty, (1) upon 60 days’ written notice to SIMNA; or (2) upon material breach by SIMNA of any representations and warranties set forth in the Agreement, if such breach has not been cured within 20 days after written notice of such breach. This Agreement shall terminate automatically in the event of its assignment (as defined in the 1940 Act) or upon the termination of the SunAmerica Advisory Agreement. Any notice under this Agreement will be given in writing, addressed and delivered, or mailed postpaid, to the other party as follows:

If to SIMNA, at:

Schroder Investment Management North America Inc.

7 Bryant Park

19^th Floor

New York, NY 10018-3706

Attention: Legal Department

Telephone: 212-641-3800

If to SIMNA Limited, at:

Schroder Investment Management North America Limited

1 London Wall Place

London, U.K. EC2Y 5AU

Attention: Legal Department

Telephone: 020 7658 6000

This Agreement may be amended by mutual consent of the parties hereto.

9. Write Down and Conversion Powers. Each party to this Agreement acknowledges, accepts and agrees that, notwithstanding any other provision of this Agreement or any other agreement, arrangement or understanding between the parties:

(a) any liability of SIMNA Limited arising under or in connection with this Agreement may be subject to the exercise of Write-down and Conversion Powers by the Resolution Authority;

(b) each party to this Agreement will be bound by the effect of any application of any Write-down and Conversion Powers in relation to any such liability and in particular (but without limitation) by:

any reduction in the outstanding amount due (including any accrued but unpaid interest) in respect of any such liability;

ii.

any cancellation of any such liability; and

iii.

any conversion of all or part of such liability into shares, other securities or other obligations of SIMNA Limited or any other person that may result from any exercise of any Write-down and Conversion Powers in relation to any such liability;

(c) the terms of this Agreement and the rights of each party to this Agreement hereunder are subject to and may be varied, to the extent necessary, to give effect to any exercise of any Write-down and Conversion Powers in relation to any such liability and each party to this Agreement will be bound by any such variation; and

(d) shares, other securities or other obligations of SIMNA Limited or any other person may be issued to or conferred on a party to this Agreement as a result of any exercise of any Write-down and Conversion Powers in relation to any such liability.

For purposes of this section:

“Relevant Legislation” means Part 1 of the UK Banking Act 2009, as amended or re-enacted from time to time, any regulations, rules, orders or instruments made thereunder and any other laws, regulations, rules, orders, instruments, or requirements from time to time in force or applicable in the UK relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (otherwise than through liquidation, administration or other insolvency proceedings);

“Resolution Authority” means the Bank of England or any other body which has authority under the Relevant Legislation to exercise any Write-down and Conversion Powers; and

“Write-down and Conversion Powers” means the powers under the Relevant Legislation to cancel, transfer or dilute shares issued by an entity that is a bank or investment firm or an affiliate of a bank or investment firm, to cancel, reduce, modify or change the form of a liability of such an entity or any contract or instrument under which that liability arises, to convert all or part of such a liability into shares, securities or obligations of the entity or any other person, to provide that any such contract is to have effect as if a right had been exercised under it or to suspend any obligation in respect of such a liability.

10. Severability. If any provision of this Agreement will be held or made invalid by a court decision, statute, rule, or otherwise, the remainder of this Agreement will not be affected thereby.

11. Confidentiality. SIMNA Limited shall keep confidential any and all information obtained in connection with the services rendered hereunder and shall not disclose any such information to any person other than SIMNA, the Trust, the Board of Trustees, SunAmerica, and any director, officer, or employee of SIMNA, the Trust, or SunAmerica, except (i) with the prior written consent of the Trust, (ii) as required by law, regulation, court order, or the rules or regulations of any self-regulatory organization, governmental body, or official having jurisdiction over SIMNA or SIMNA Limited, or (iii) for information that is publicly available other than due to disclosure by SIMNA Limited or its affiliates or becomes known to SIMNA Limited from a source other than SIMNA, the Trust, the Board of Trustees, or SunAmerica.

12. Proxy Policy. SIMNA Limited acknowledges SunAmerica is responsible for voting, or abstaining from voting, all proxies with respect to companies whose securities are held in that portion of the Portfolio allocated to SIMNA by SunAmerica, but to the extent such responsibility is delegated to SIMNA, SIMNA Limited shall use its best good faith judgment to vote, or abstain from voting, such proxies in the manner that best serves the interests of the Portfolio’s shareholders.

13. Governing Law. All questions concerning the validity, meaning, and effect of this Agreement shall be determined in accordance with the laws (without giving effect to the conflict-of-interest law principles thereof) of the State of Delaware applicable to contracts made and to be performed in that state.

14. Treatment of Portfolio Under FCA Rules. The Portfolio will be treated as a Professional Client under rules of the Financial Conduct Authority in the United Kingdom.

15. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall together constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Sub-Advisory Agreement to be executed as of the date first set forth herein.

SCHRODER INVESTMENT MANAGEMENT

NORTH AMERICA INC.


By:		/s/ William P. Sauer
		Name: William P. Sauer
		Title: Authorized Signatory

SCHRODER INVESTMENT MANAGEMENT

NORTH AMERICA INC.


By:		/s/ David Marshall
		Name: David Marshall
		Title: Authorized Signatory

SCHRODER INVESTMENT MANAGEMENT

NORTH AMERICA LIMITED


By:		/s/ William P. Sauer
		Name: William P. Sauer
		Title: Authorized Signatory

SCHRODER INVESTMENT MANAGEMENT

NORTH AMERICA LIMITED


By:		/s/ Shanak Patnaik
		Name: Shanak Patnaik
		Title: Authorized Signatory

INVESTMENT SUB-ADVISORY AGREEMENT

Between

T. ROWE PRICE ASSOCIATES, INC.

and

T. ROWE PRICE INTERNATIONAL LTD

This INVESTMENT SUB-ADVISORY AGREEMENT (“Agreement”) is dated as of January 1, 2026, by and between T. Rowe Price Associates, Inc. (the “Adviser”), a corporation organized and existing under the laws of the State of Maryland, United States of America, and T. Rowe Price International Ltd (the “Subadviser”), a corporation organized and existing under the laws of the United Kingdom.

WHEREAS, the Adviser has entered into an investment subadvisory agreement dated January 1, 2026, as amended from time to time (the “Subadvisory Agreement”) with SunAmerica Asset Management, LLC (the “Company”) on behalf of the SA Multi-Manager International Equity Portfolio (the “Fund”), a series of the Seasons Series Trust (the “Trust”);

WHEREAS, the Subadviser is engaged in the business of, among other things, rendering investment advisory services and is registered as an investment adviser in the United States under the Investment Advisers Act of 1940, as amended (“Advisers Act”), the United Kingdom with the Financial Conduct Authority (“FCA”) and other non-U.S. regulatory agencies;

WHEREAS, the Adviser is authorized under its Subadvisory Agreement to obtain such information, advice or assistance as the Adviser may deem necessary, appropriate or convenient for the discharge of its obligations under such agreement; and

WHEREAS, the Adviser desires to retain the Subadviser to act as Subadviser to furnish certain investment advisory services to the Adviser and the Fund, and the Subadviser is willing to furnish such services.

NOW, THEREFORE, in consideration of the premises and mutual promises herein set forth, the parties hereto agree as follows:

1. Appointment. Adviser hereby appoints the Subadviser as its investment Subadviser with respect to the Fund for the period and on the terms set forth in this Agreement. The Subadviser accepts such appointment and agrees to render the services herein set forth, for the compensation herein provided.

2. Duties of the Subadviser.

A. Investment Subadvisory Services. Subject to the supervision of the Fund’s Board of Trustees (“Board”), the Company and the Adviser, the Subadviser shall act as the investment subadviser and shall supervise and direct the Fund’s investments as specified by the Adviser from time to time, and in accordance with the Fund’s investment objective(s), investment strategies, policies, and restrictions as provided in the Fund’s Prospectus and Statement of Additional Information, as currently in effect and as amended or supplemented from time to time (hereinafter referred to as the “Prospectus”), and such other limitations as the Fund or Adviser may impose by notice in writing to the Subadviser. The Subadviser shall obtain and evaluate such information relating to the economy, industries, businesses, securities markets, and securities as it may deem necessary or useful in the discharge of its obligations hereunder and shall formulate and implement a continuing program for the management of the assets and resources of the Fund allocated to the Subadviser in a

manner consistent with the Fund’s investment objective(s), investment strategies, policies, and restrictions. In furtherance of this duty, the Subadviser, on behalf of the Fund is authorized to:

(1) make discretionary investment decisions to buy, sell, exchange, convert, lend, and otherwise trade in any stocks, bonds, and other securities or assets;

(3) vote proxies, exercise conversion or subscription rights, and respond to tender offers and other consent solicitations with respect to the issuers of securities in which Fund assets may be invested provided such materials have been forwarded to the Subadviser in a timely fashion by the Fund’s custodian;

(4) instruct the Fund custodian to deliver for cash received, securities or other cash and/or securities instruments sold, exchanged, redeemed or otherwise disposed of from the Fund, and to pay cash for securities or other cash and/or securities instruments delivered to the custodian and/or credited to the Fund upon acquisition of the same for the Fund;

(5) maintain all or part of the Fund’s uninvested assets in short-term income producing instruments for such periods of time as shall be deemed reasonable and prudent by the Subadviser, including, but not limited to, investments in T. Rowe Price money market funds available for use only by clients of the Adviser and certain of its affiliates for short-term investments; and

(6) generally, perform any other act necessary to enable the Subadviser to carry out its obligations under this Agreement or as agreed upon with the Adviser.

B. Personnel, Office Space, and Facilities of Subadviser. The Subadviser at its own expense shall furnish or provide and pay the cost of such office space, office equipment, office personnel, and office services as the Subadviser requires in the performance of its investment advisory and other obligations under this Agreement.

C. Further Duties of Subadviser. In all matters relating to the performance of this Agreement, the Subadviser shall act in conformity with the Subadvisory Agreement, the Declaration of Trust, the By-Laws, and the Fund’s currently effective Registration Statement (as defined below) and with the written instructions and directions of the Board and the Adviser, and shall comply with the applicable requirements of the Investment Company Act of 1940, as amended (the “1940 Act”), the Advisers Act, the rules thereunder, and any other applicable United States, state or foreign laws and regulations.

3. Compensation. For the services provided and the expenses assumed by the Subadviser pursuant to this Agreement, the Adviser may pay the Subadviser an investment management fee, if any, up to, but not more than [omitted] of the management fee paid to the Adviser under its Subadvisory Agreement with the Fund.

4. Duties of the Adviser.

A. The Adviser shall continue to have responsibility for all services to be provided to the Fund pursuant to the Subadvisory Agreement other than those assumed by the Subadviser, and shall oversee and review the Subadviser’s performance of its duties under this Agreement.

B. Upon request from the Subadviser, the Adviser will furnish the Subadviser with copies of each of the following documents and any future amendments and supplements to such documents, if any, as soon as practicable after such request and such documents become available:

(1) The Declaration of Trust, as amended from time to time (“Articles”);

(2) The By-Laws of the Company as in effect on the date hereof and as amended from time to time (“By-Laws”);

(3) Certified resolutions of the Fund’s Board authorizing the appointment of the Adviser and the Subadviser and approving the form of the Subadvisory Agreement and this Agreement;

(4) The Fund’s Registration Statement under the 1940 Act and the Securities Act of 1933, as amended, on Form N-1A, as filed with the Securities and Exchange Commission (“SEC relating to the Fund and its shares and all amendments thereto (“Registration Statement”);

(5) The Notification of Registration of the Fund under the 1940 Act on Form N-8A as filed with the SEC and any amendments thereto;

(6) The Fund’s Prospectus (as defined above); and

(7) A certified copy of any financial statement or report prepared for the Fund by certified or independent public accountants, and copies of any financial statements or reports made by the Fund to its shareholders or to any governmental body or securities exchange.

The Adviser shall furnish the Subadviser with any further documents, materials or information that the Subadviser may reasonably request to enable it to perform its duties pursuant to this Agreement.

5. Brokerage.

A. The Subadviser agrees that, in placing orders with broker-dealers for the purchase or sale of portfolio securities, it shall attempt to obtain quality execution at favorable security prices; provided that, on behalf of the Fund, the Subadviser may, in its discretion, agree to pay a broker-dealer that furnishes brokerage or research services as such services are defined under Section 28(e) of the Securities Exchange Act of 1934, as amended (“1934 Act”), a higher commission than that which might have been charged by another broker-dealer for effecting the same transactions, if the Subadviser determines in good faith that such commission is reasonable in relation to the brokerage and research services provided by the broker-dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Subadviser with respect to the accounts as to which it exercises investment discretion (as such term is defined under Section 3(a)(35) of the 1934 Act). In no instance will portfolio securities be purchased from or sold to the Subadviser, or any affiliated person thereof, except in accordance with the federal securities laws and the rules and regulations thereunder.

B. On occasions when the Subadviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients of the Subadviser, the Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Subadviser in the manner the Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to its other clients.

6. Ownership of Records. The Subadviser shall maintain all books and records required to be maintained by the Subadviser pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to transactions on behalf of the Fund. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Subadviser hereby agrees (i) that all records that it maintains for the Fund are the property of the Fund, (ii) to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any records that it maintains for the Fund and that are required to be maintained by Rule 31a-1 under the 1940 Act, and (iii) agrees to surrender promptly to the Fund any records that it maintains for the Fund upon request by the Fund; provided, however, the Subadviser may retain copies of such records.

7. Reports. The Subadviser shall furnish to the Board, the Company or the Adviser, or all, as appropriate, such information, reports, evaluations, analyses and opinions as the Subadviser and the Board, the Company or the Adviser, as appropriate, may mutually agree upon from time to time.

8. Services to Others Clients. Nothing contained in this Agreement shall limit or restrict (i) the freedom of the Subadviser, or any affiliated person thereof, to render investment management and corporate administrative services to other investment companies, to act as investment manager or investment counselor to other persons, firms, or corporations, or to engage in any other business activities, or (ii) the right of any director, officer, or employee of the Subadviser, who may also be a director, officer, or employee of the Company, to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any other business, whether of a similar nature or a dissimilar nature.

9. Subadviser’s Use of the Services of Others. The Subadviser may (at its cost except as contemplated by Paragraph 5 of this Agreement) employ, retain, or otherwise avail itself of the services or facilities of other persons or organizations for the purpose of providing the Subadviser or the Company or the Fund, as appropriate, with such statistical and other factual information, such advice regarding economic factors and trends, such advice as to occasional transactions in specific securities, or such other information, advice, or assistance as the Subadviser may deem necessary, appropriate, or convenient for the discharge of its obligations hereunder or otherwise helpful to the Company or the Fund, as appropriate, or in the discharge of Subadviser’s overall responsibilities with respect to the other accounts that it serves as investment manager or counselor.

10. Limitation of Liability of the Subadviser. Neither the Subadviser nor any of its officers, directors, or employees, nor any person performing executive, administrative, trading, or other functions for the Company, the Fund (at the direction or request of the Subadviser) or the Subadviser in connection with the Subadviser’s discharge of its obligations undertaken or reasonably assumed with respect to this Agreement, shall be liable for (i) any error of judgment or mistake of law or for any loss suffered by the Company or the Fund or (ii) any error of fact or mistake of law contained in any report or data provided by the Subadviser, except for any error, mistake or loss resulting from willful misfeasance, bad faith, or gross negligence in the performance of its or his duties on behalf of the Company or the Fund or from reckless disregard by the Subadviser or any such person of the duties of the Subadviser pursuant to this Agreement.

11. Representations of Subadviser. The Subadviser represents, warrants, and agrees as follows:

A. The Subadviser: (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered or licensed for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act, the Advisers Act or other applicable law or regulation from performing the services contemplated by this Agreement; (iii) has met, and will continue to meet for so long as this Agreement remains in effect, any other applicable federal, state or foreign law requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will immediately notify the Adviser of the occurrence of any event that would disqualify the Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise.

B. The Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and, a compliance program complying with the requirements of Rule 206(4)-7 under the Advisers Act, and if it has not already done so, will provide the Adviser and the Company with a copy of such code of ethics and its compliance policies and procedures, together with evidence of its adoption. The Subadviser has provided the Adviser and the Company with a copy of its Form ADV as most recently filed with the SEC and will, promptly after filing any amendment to its Form ADV with the SEC, furnish a copy of such amendment to the Adviser.

12. Term of Agreement. This Agreement shall become effective upon the date first above written, provided that this Agreement shall not take effect unless it has first been approved by a vote of a majority of those trustees of the Fund who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval. Unless sooner terminated as provided herein, this Agreement shall continue in effect for a period of two years from the date hereof. Thereafter, this Agreement shall continue in effect from year to year, with respect to the Fund, subject to the termination provisions and all other terms and conditions hereof, so long as such continuation shall be specifically approved at least annually (a) by either the Board, or by vote of a majority of the outstanding voting securities of the Fund; (b) in either event, by the vote, cast in person at a meeting called for the purpose of voting on such approval, of a majority of the trustees of the Fund who are not parties to this Agreement or interested persons of any such party; and (c) the Subadviser shall not have notified the Company, in writing, at least 60 days prior to such approval that it does not desire such continuation. The Subadviser shall furnish to the Company, promptly upon its request, such information as may reasonably be necessary to evaluate the terms of this Agreement or any extension, renewal, or amendment hereof.

13. Termination of Agreement. Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Fund on at least 60 days’ prior written notice to the Subadviser. This Agreement may also be terminated by the Adviser: (i) on at least 60 days’ prior written notice to the Subadviser, without the payment of any penalty; (ii) upon material breach by the Subadviser of any of the representations and warranties set forth in Paragraph 11 of this Agreement, if such breach shall not have been cured within a 20-day period after notice of such breach; or (iii) if the Subadviser becomes unable to discharge its duties and obligations under this Agreement. The Subadviser may terminate this Agreement at any time, without the payment of any penalty, on at least 60 days’ prior notice to the Adviser and the Fund. This Agreement shall terminate automatically in the event of its assignment or with respect to the Fund upon termination of the applicable Subadvisory Agreement.

14. Amendment of Agreement. No provision of this Agreement may be changed, waived, discharged, or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge, or termination is sought, and no material amendment of this Agreement shall be effective except as permitted by law.

15. Miscellaneous.

A. Governing Law. This Agreement shall be construed in accordance with the laws of the State of Maryland without giving effect to the conflicts of laws principles thereof and the 1940 Act. To the extent that the applicable laws of the State of Maryland conflict with the applicable provisions of the 1940 Act, the latter shall control.

B. Captions. The captions contained in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect.

C. Entire Agreement. This Agreement represents the entire agreement and understanding of the parties hereto and shall supersede any prior agreements between the parties relating to the subject matter hereof, and all such prior agreements shall be deemed terminated upon the effectiveness of this Agreement.

D. Interpretation. Nothing herein contained shall be deemed to require the Fund to take any action contrary to its Articles or By-Laws, or any applicable statutory or regulatory requirement to which it is subject or by which it is bound, or to relieve or deprive the Board of its responsibility for and control of the conduct of the affairs of the Fund.

E. Definitions. Any question of interpretation of any term or provision of this Agreement having a counterpart in or otherwise derived from a term or provision of the 1940 Act shall be resolved by reference to such term or provision of the 1940 Act and to interpretations thereof, if any, by the United States courts or, in the absence of any controlling decision of any such court, by rules, regulations, or orders of the SEC validly issued pursuant to the Act. As used in this Agreement, the terms “majority of the outstanding voting securities,” “affiliated person,” “interested person,” “assignment,” broker,” “investment adviser,” “net assets,” “sale,” “sell,” and “security” shall have the same meaning as such terms have in the 1940 Act, subject to such exemption as may be granted by the SEC by any rule, regulation, or order. Where the effect of a requirement of the federal securities laws reflected in any provision of this Agreement is made less restrictive by a rule, regulation, or order of the SEC, whether of special or general application, such provision shall be deemed to incorporate the effect of such rule, regulation, or order.

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their duly authorized signatories as of the date and year first written above.


WITNESS:	T. ROWE PRICE ASSOCIATES, INC.

/s/ Kathryn Spencer	By:	/s/ Terence Baptiste
Name: Kathryn Spencer		Name: Terence Baptiste
Title: Senior Manager		Title: Vice President



WITNESS:	T. ROWE PRICE INTERNATIONAL LTD

/s/ Chris Whitfield	By:	/s/ Emma Beal
Name: Chris Whitfield		Name: Emma Beal
Title: Vice President		Title: Head of EMEA Legal, Managing Legal Counsel

EXHIBIT C

SUBADVISORY AGREEMENT

This SUBADVISORY AGREEMENT (“Agreement”) is dated as of January 1, 2026, by and between SUNAMERICA ASSET MANAGEMENT, LLC, a Delaware limited liability company (the “Adviser”), and ALLIANCEBERNSTEIN L.P., a Delaware limited partnership (the “Subadviser”).

WITNESSTH:

WHEREAS, the Adviser and SunAmerica Series Trust, a Massachusetts business trust (the “Trust”), have entered into an Investment Advisory and Management Agreement dated as of January 1, 2026, as amended from time to time (the “Advisory Agreement”), pursuant to which the Adviser has agreed to provide investment management, advisory and administrative services to the Trust, and pursuant to which the Adviser may delegate one or more of its duties to a subadviser pursuant to a written subadvisory agreement; and

WHEREAS, the Trust is registered under the Investment Company Act of 1940, as amended (the “Act”), as an open-end management investment company and may issue shares of beneficial interest, without par value, in separately designated portfolios representing separate funds with their own investment objectives, policies and purposes; and

NOW, THEREFORE, it is hereby agreed between the parties hereto as follows:

1. Duties of Subadviser. Adviser hereby engages the services of Subadviser in furtherance of the Advisory Agreement with the Trust. Pursuant to this Agreement and subject to the oversight and review of Adviser, Subadviser will manage the investment and reinvestment of the assets of each Portfolio. In this regard, Subadviser will determine in its discretion the securities to be purchased or sold, will provide Adviser with records concerning its activities which Adviser or the Trust is required to maintain, and will render regular reports to Adviser and to officers and Trustees of the Trust concerning its discharge of the foregoing responsibilities. Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Trustees of the Trust and in compliance with such policies as the Trustees of the Trust may from time to time establish, and in compliance with the objectives, policies, and limitations for the Portfolio(s) set forth in the Trust’s current prospectus and

statement of additional information (together, the “Registration Statement”), and applicable laws and regulations. Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreement.

Subadviser also represents and warrants that in furnishing services hereunder, Subadviser will not consult with any other subadviser of the Portfolio(s) or other series of the Trust, to the extent any other subadvisers are engaged by Adviser, or any other subadvisers to other investment companies that are under common control with the Trust, concerning transactions of the Portfolio(s) in securities or other assets, other than for purposes of complying with the conditions of paragraphs (a) and (b) of rule 12d3-1 under the Act.

2. Portfolio Transactions. Subadviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities and is directed to use its best efforts to obtain the best price and execution. Subject to policies established by the Trustees of the Trust, Subadviser may also be authorized to effect individual securities transactions at commission rates in excess of the minimum commission rates available, if Subadviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or Subadviser’s overall responsibilities with respect to a Portfolio, other portfolios of the Trust and other clients of Subadviser. The execution of such transactions shall not be deemed to represent an unlawful act or breach of any duty created by this Agreement or otherwise. Subadviser will promptly communicate to Adviser and to the officers and the Trustees of the Trust such information relating to portfolio transactions as they may reasonably request.

provide evidence of its authority to enter into such master and related agreements, including by delivering a copy of this provision. The Adviser acknowledges and understands that it will be bound by any such trading accounts established, and agreements and other documentation executed, by the Subadviser for such investment purposes and agrees to provide the Subadviser with tax information, governing documents, legal opinions and other information concerning the Portfolio(s) as may be reasonably necessary to complete such agreements and other documentation. The Subadviser is required to provide the Adviser with copies of the applicable agreements and documentation promptly upon reasonable request. The Subadviser is hereby authorized, to the extent required by regulatory agencies or market practice, to reveal the Trust and the Portfolio’s identity and address to any financial intermediary through which or with which financial instruments are traded or cleared.

3. Compensation of Subadviser. The Subadviser shall not be entitled to receive any payment from the Trust and shall look solely and exclusively to the Adviser for payment of all fees for the services rendered, facilities furnished and expenses paid by it hereunder. As full compensation for the Subadviser under this Agreement, the Adviser agrees to pay to the Subadviser a fee at the annual rates set forth in Schedule A hereto with respect to the assets managed by the Subadviser for each Portfolio listed thereon. Such fee shall be accrued daily and paid monthly as soon as practicable after the end of each month. If the Subadviser shall provide its services under this Agreement for less than the whole of any month, the foregoing compensation shall be prorated.

4. Reports. Adviser and Subadviser agree to furnish to each other, if applicable, current prospectuses, statements of additional information, proxy statements, reports of shareholders, certified copies of their financial statements, and such other information with regard to their affairs and that of the Trust as each may reasonably request.

5. Status of Subadviser. The services of Subadviser to Adviser and the Trust are not to be deemed exclusive, and Subadviser shall be free to render similar services to others so long as its services to the Trust are not impaired thereby. Subadviser shall be deemed to be an independent contractor and shall, unless otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust.

7. Certain Records. Subadviser hereby undertakes and agrees to maintain, in the form and for the period required by Rule 31a-2 under the Act, all records relating to the investments of the Portfolio(s) that are required to be maintained by the Trust pursuant to the requirements of Rule 31a-1 of the Act. Any records required to be maintained and preserved pursuant to the provisions of Rule 31a-1 and Rule 31a-2 promulgated under the Act which are prepared or maintained by Subadviser on behalf of the Trust are the property of the Trust and will be surrendered promptly to the Trust or Adviser on request.

Subadviser agrees that all accounts, books and other records maintained and preserved by it as required hereby shall be subject at any time, and from time to time, to such reasonable periodic, special and other examinations by the SEC, the Trust’s auditors, the Trust or any representative of the Trust, Adviser, or any governmental agency or other instrumentality having regulatory authority over the Trust.

8. Reference to Subadviser. Neither the Trust nor Adviser or any affiliate or agent thereof shall make reference to or use the name of Subadviser or any of its affiliates in any advertising or promotional materials without the prior approval of Subadviser, which approval shall not be unreasonably withheld. Subadviser agrees to notify Adviser of any changes in the membership of the general partners of Subadviser as soon as practicable prior to such change.

9. Liability of Subadviser. In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties (“disabling conduct”) hereunder on the part of Subadviser (and its officers, directors, agents, employees, controlling persons, shareholders and any other person or entity affiliated with Subadviser), Subadviser shall not be subject to liability to Adviser or to any other person for any act or omission in the course of, or connected with, rendering services hereunder including, without limitation, any error of judgment or mistake of law or for any loss suffered by any of them in connection with the matters to which this Agreement relates, except to the extent specified in Section 36(b) of the Act concerning loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services.

10. Duration and Termination. This Agreement shall continue in full force and effect with respect to each Portfolio until two (2) years from the date hereof, and from year to year thereafter so long as such continuance is specifically approved at least annually (i) by the vote of a majority of those Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio voting separately from any other series of the Trust.

This Agreement will also terminate in the event that the Advisory Agreement by and between the Trust and the Adviser is terminated.

To the extent applicable, upon any termination of this Agreement, Adviser agrees that Subadviser shall have the authority to close any open futures or listed options contracts and/or to execute currency forward and spot contracts in the Portfolio(s) for purposes of off-setting any open forward positions in the Portfolio(s).

11. Severability. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby.

12. Amendments. This Agreement may be amended by mutual consent in writing, but the consent of the Trust must be obtained in conformity with the requirements of the Act.

the Trust shall be held to any personal liability, nor shall resort be had to their private property for satisfaction of any obligation or claim or otherwise in connection with the affairs of the Trust, but the “Trust Property,” as defined in the Declaration, only shall be liable.

16. Confidentiality. (a) Each party will receive and hold any records or other information obtained pursuant to this Agreement (“confidential information”) in the strictest confidence, and acknowledges, represents, and warrants that it will use its reasonable best efforts to protect the confidentiality of this information. Each party agrees that, without the prior written consent of the other party, it will not use, copy, or divulge to third parties (other than such party’s respective Representatives (as defined below)) or otherwise use, except in accordance with the terms of this Agreement, any confidential information obtained from or through the other party in connection with this Agreement other than as reasonably necessary in the course of a Portfolio’s business, including, but not limited to, as may be requested by broker-dealers or third party firms conducting due diligence on the Portfolio; provided that such recipients must agree to protect the confidentiality of such confidential information and use such information only for the purposes of providing services to the Portfolio; provided, further, however, this covenant shall not apply to information which: (i) has been made publicly available by the other party or is otherwise in the public domain through no fault of the disclosing party; (ii) is within the legitimate possession of the disclosing party prior to its disclosure by such party and without any obligation of confidence; (iii) is lawfully received by the disclosing party from a third party when, to the best of such party’s knowledge and belief, such third party was not restricted from disclosing the information to such party; (iv) is independently developed by the disclosing party through persons who have not had access to, or knowledge of, the confidential information; or (v) is approved in writing for disclosure by the other party prior to its disclosure.

their mutual desire, intention and understanding that the sharing of such material is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or its continued protection under the attorney-client privilege, work product doctrine or other applicable privilege. All confidential information furnished by either party to the other or such other party’s Representatives hereunder that is entitled to protection under the attorney-client privilege, work product doctrine or other applicable privilege shall remain entitled to such protection under such privileges, this Agreement, and under the joint defense doctrine.

(e) For purposes of this Agreement, “Representatives” with respect to a party means such party’s representatives, directors, officers, investment and advisory committee members, employees, fund participants, rating agencies, professional advisers (including lawyers, accountants and investment bankers), affiliates or agents of such party who have a need to know confidential information. A party shall be responsible for enforcing compliance with this Agreement by its Representatives, if and to the extent such party has disclosed confidential information to any of them. The terms of this Section 16 are in addition to the terms of any other agreements between the parties or their affiliates.

17. Notices. All notices required or permitted to be given under this Agreement shall be in writing, shall specifically refer to this Agreement, and shall be addressed to the appropriate party at the address specified below, or such other address as may be specified by such party in writing in accordance with this Section, and shall be deemed to have been properly given when delivered or mailed by electronic mail, by U.S. certified or registered mail, return receipt requested, postage prepaid, or by reputable courier service.

The Adviser consents to the delivery of a Portfolio’s account statements, reports and other communications related to the services provided under this Agreement (collectively,

“Account Communications”) via electronic mail and/or other electronic means acceptable to the Adviser, in lieu of sending such Account Communications as hard copies via facsimile, mail or other means. The Adviser confirms that it has provided the Subadviser with at least one valid electronic mail address where Account Communications can be sent. The Adviser acknowledges that the Subadviser reserves the right to distribute certain Account Communications via facsimile, mail or other means to the extent required by applicable law or otherwise deemed advisable. The Adviser may withdraw consent to electronic delivery at any time by giving the Subadviser notice pursuant this Section.


Subadviser:		AllianceBernstein L.P.
		501 Commerce Street
		Nashville, TN 37203
		Attention: Chief Compliance Officer
		Email address: IIMLegal@alliancebernstein.com with a copy to florence.ndirangu@alliancebernstein.com and
		brian.hanna@alliancebernstein.com

Adviser:		SunAmerica Asset Management, LLC
		30 Hudson Street, 16th Floor
		Jersey City, NJ 07302
		Attention: General Counsel
		Email address: SAAMCoLegal@corebridgefinancial.com

18. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same Agreement. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com or www.echosign.com, or other applicable law) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

[Signature page follows]

SUBADVISORY AGREEMENT

This SUBADVISORY AGREEMENT (“Agreement”) is dated as of January 1, 2026, by and between SUNAMERICA ASSET MANAGEMENT, LLC, a Delaware limited liability company (the “Adviser”), and BLACKROCK INVESTMENT MANAGEMENT, LLC, a Delaware limited liability company (the “Subadviser”).

WITNESSETH:

NOW, THEREFORE, it is hereby agreed between the parties hereto as follows:

investments or instruments to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser or the Trusts are required to maintain, and will render regular reports to the Adviser and to officers and Trustees of the Trusts concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Trustees of the Trusts and in compliance with such policies as the Trustees of the Trusts may from time to time establish, as provided in writing to the Subadviser from time to time, and in compliance with (a) the objectives, policies, restrictions and limitations for the Portfolio(s) as set forth in each Trust’s current prospectus and statement of additional information (together, the “Registration Statement”), as provided by the Adviser to the Subadviser; and (b) applicable laws and regulations. The Subadviser may, as permitted by rule, regulation or position of the staff of the Securities and Exchange Commission (“SEC”), utilize the personnel of its affiliates including foreign affiliates in providing services under this Agreement, provided that Subadviser remains solely responsible for the provision of services under this Agreement.

The Subadviser represents and warrants to the Adviser that it will manage the Portfolio(s) at all times (a) in compliance with all applicable federal and state laws, including securities, commodities and banking laws, governing its operations and investments; (b) the provisions of the Act and rules adopted thereunder; (c) the objectives, policies, restrictions and limitations for the Portfolio(s) as set forth in each Trust’s current Registration Statement as most recently provided by the Adviser to the Subadviser; and (d) the policies and procedures as adopted by the Trustees of the Trusts provided in writing to the Subadviser. The Subadviser further represents and warrants to the Adviser that it will manage each Portfolio in compliance with Section 851(b)(2) and (3) of Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”) and Section 817(h) of Subchapter L of the Code, solely with respect to the assets of the Portfolio(s) which are under its management and based on information provided by the custodian of the Portfolio(s). Furthermore, the Adviser will work in conjunction with the Subadviser to undertake any corrective action that may be required as advised by a Portfolio’s tax advisor in a timely manner following quarter end in order to allow the Subadviser to resolve the issue within the 30-day cure period under the Code.

The Adviser acknowledges that the Subadviser and its delegates do not hold client money and/or custody assets.

with Section 11(a) of the 1934 Act and Rule 11a2-2(T) thereunder, and subject to any other applicable laws and regulations including Section 17(e) of the Act and Rule 17e-1 thereunder, the Subadviser may engage its affiliates, the Adviser and its affiliates or any other subadviser to the Trusts and its respective affiliates, as broker-dealers or futures commission merchants to effect portfolio transactions in securities and other investments for a Portfolio. The Subadviser will promptly communicate to the Adviser and to the officers and the Trustees of the Trusts such information relating to portfolio transactions as they may reasonably request. To the extent consistent with applicable law, the Subadviser may aggregate purchase or sell orders for the Portfolio(s) with contemporaneous purchase or sell orders of other clients of the Subadviser or its affiliated persons. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Subadviser in the manner the Subadviser determines to be equitable and consistent with its and its affiliates’ fiduciary obligations to the Portfolio and to such other clients. The Adviser hereby acknowledges that such aggregation of orders may not result in more favorable pricing or lower brokerage commissions in all instances.

other documentation. The Subadviser is required to provide the Adviser with copies of the applicable agreements and documentation promptly upon request and to notify the Adviser of any claims by counterparties or financial intermediaries that a Portfolio has triggered an early termination or default provision or otherwise is out of compliance with the terms of the applicable agreement or that the counterparty is excused from performing under the agreement. The Subadviser is hereby authorized, to the extent required by regulatory agencies or market practice, to reveal the identity and address of the Trusts and the Portfolios to any financial intermediary through which or with which financial instruments are traded or cleared.

The Subadviser agrees to furnish to the Adviser and/or the Chief Compliance Officer of the Trusts and/or the Adviser (the “CCO”) with such information, certifications and

reports as such persons may reasonably deem appropriate or may request from the Subadviser regarding the Subadviser’s compliance with applicable law, including: (i) Rule 206(4)-7 of the Advisers Act; (ii) the Federal Securities Laws, as defined in Rule 38a-1 under the Act; (iii) the Commodity Exchange Act; and (iv) any and all other laws, rules and regulations, whether foreign or domestic, in each case, applicable at any time to the operations of the Subadviser with respect to the provision of its services under this Agreement. The Subadviser shall make its officers and employees (including its Chief Compliance Officer) who are responsible for the Portfolio available, upon reasonable notice to the Subadviser, to the Adviser and/or the CCO from time to time to examine and review the Subadviser’s compliance program and adherence thereto.

7. Certain Records. The Subadviser hereby undertakes and agrees to maintain, in the form and for the period required by Rule 31a-2 under the Act, all records relating to the investments of the Portfolio(s) that are required to be maintained by the Trusts pursuant to the requirements of Rule 31a-1 of the Act. Any records required to be maintained and preserved pursuant to the provisions of Rule 31a-1 and Rule 31a-2 promulgated under the Act which are prepared or maintained by the Subadviser on behalf of the Trusts will be provided as soon as reasonably practicable to the Trusts or the Adviser upon request.

The Subadviser agrees that all accounts, books and other records maintained and preserved by it, and related to the Portfolio(s), as required hereby shall be subject at any time, and from time to time, to such reasonable periodic, special and other examinations by the SEC, the Trusts’ auditors, the Trusts or any representative of the Trusts, the Adviser, or any governmental agency or other instrumentality having regulatory authority over the Trusts.

written approval of the Subadviser, prior to first use, which approval shall not be unreasonably withheld. Additionally, if substantive changes are made to such materials thereafter, the Portfolio(s) shall furnish to the Subadviser the updated material for approval prior to first use, which approval shall not be unreasonably withheld. Upon the termination of this Agreement, none of the Trusts, the Portfolio(s) or the Adviser or any affiliate or agent thereof shall make reference to or use the name or logo of the Subadviser or any of its affiliates in any advertising or promotional materials. Notwithstanding the above, for so long as the Subadviser serves as subadviser to the Portfolio(s), the Trusts, the Portfolio(s) and the Adviser may use the name or logo of the Subadviser or any of its affiliates in the Registration Statement, shareholder reports, and other filings with the SEC, or after the Subadviser ceases to serve as subadviser, if such usage is for the purpose of meeting a disclosure obligation under laws, rules, regulations, statutes and codes, whether state or federal, without the Subadviser’s prior written consent.

9. Liability of the Subadviser. (a) In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties (“disabling conduct”) hereunder on the part of the Subadviser (and its officers, directors/trustees, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Subadviser) the Subadviser shall not be subject to liability to the Adviser (and its officers, directors/trustees, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Adviser) or to a Trust (and its officers, directors/trustees, agents, employees, controlling persons, shareholders and any other person or entity affiliated with such Trust) for any act or omission in the course of, or connected with, rendering services hereunder, including without limitation, any error of judgment or mistake of law or for any loss suffered by any of them in connection with the matters to which this Agreement relates, except to the extent specified in Section 36(b) of the Act concerning loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services. Except for such disabling conduct, the Adviser shall indemnify the Subadviser (and its officers, directors, partners, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Subadviser) from any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising from Subadviser’s rendering of services under this Agreement.

(b) The Subadviser agrees to indemnify and hold harmless the Adviser (and its officers, directors/trustees, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Adviser) and/or the Trusts (and their officers, directors/trustees, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Trusts) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the Adviser and/or the Trusts and their affiliates or such directors/trustees, officers or controlling person may become subject under the Act, the 1933 Act, under other statutes, common law or otherwise, which arise from the Subadviser’s disabling conduct, including but not limited to any material failure by the Subadviser to comply with the provisions and representations and warranties set forth in Section 1 of this Agreement; provided, however, that in no case is the Subadviser’s indemnity in favor of any person deemed to protect such other persons against any liability to which such person would otherwise be subject by reasons of willful misfeasance, bad faith, or gross

negligence in the performance of his, her or its duties or by reason of his, her or its reckless disregard of obligations and duties under this Agreement.

This Agreement will terminate in the event that the Advisory Agreement by and between the Trust and the Adviser is terminated.

11. Severability. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby.

12. Amendments. This Agreement may be amended by mutual consent in writing, but the consent of the Trust must be obtained in conformity with the requirements of the Act.

(d) Notwithstanding any other provision of this Agreement, each party and its respective Representatives shall be permitted to retain and disclose confidential information to the extent such retention and disclosure is: (i) required by any law or regulation; (ii) required or requested by, or necessary under the rules of, any court, any governmental agency or other regulatory authority (including, without limitation, any stock exchange or self-regulatory organization); or (iii) necessary in connection with any action, investigation or proceeding (including, without limitation, as part of any interrogatory, court order, subpoena, administrative proceeding, civil investigatory demand, in each case whether oral or written, or any other legal or regulatory process); provided, however, to the extent permitted by law, regulation or regulatory requirement, such party shall promptly notify the other party of the pending disclosure in writing and cooperate in all reasonable respects with such other party (and at such other party’s expense) in seeking to obtain a protective order either precluding such disclosure or requiring that the confidential information so disclosed be maintained as confidential or used only for the purposes related to the action, investigation or proceeding.


Subadviser:		BlackRock Investment Management, LLC
		55 East 52nd Street
		New York NY 10055
		Attention: James Morris
		Email address: Sunamerica.sasupport@blackrock.com

Adviser:		SunAmerica Asset Management, LLC
		30 Hudson Street, 16th Floor
		Jersey City, NJ 07302
		Attention: General Counsel
		Email address: SAAMCoLegal@corebridgefinancial.com

[Signature page follows]

SCHEDULE A

Effective as of January 1, 2026


Portfolios of SAST		Annual Rate (as a percentage of the average daily net assets the Subadviser manages in the Portfolio)

SA BlackRock Multi-Factor 70/30 Portfolio		Omitted

Portfolios of SAST		Annual Rate (as a percentage of the average daily net assets the Subadviser manages in the Portfolio)

SA Emerging Markets Equity Index Portfolio		Omitted
SA Fixed Income Index Portfolio
SA Fixed Income Intermediate Index Portfolio
SA International Index Portfolio
SA Large Cap Growth Index Portfolio
SA Large Cap Index Portfolio
SA Large Cap Value Index Portfolio
SA Mid Cap Index Portfolio
SA Small Cap Index Portfolio

Portfolios of SST		Annual Rate (as a percentage of the average daily net assets the Subadviser manages in the Portfolio)

SA Multi-Managed International Equity Portfolio		Omitted
SA Multi-Managed Large Cap Growth Portfolio
SA Multi-Managed Large Cap Value Portfolio
SA Multi-Managed Mid Cap Growth Portfolio
SA Multi-Managed Mid Cap Value Portfolio
SA Multi-Managed Small Cap Portfolio

SUBADVISORY AGREEMENT

This SUBADVISORY AGREEMENT (“Agreement”) is dated as of January 1, 2026, by and between SUNAMERICA ASSET MANAGEMENT, LLC, a Delaware limited liability company (the “Adviser”), and BRANDYWINE GLOBAL INVESTMENT MANAGEMENT, LLC, a Delaware limited liability company (the “Subadviser”).

WITNESSETH:

NOW, THEREFORE, it is hereby agreed between the parties hereto as follows:

statement of additional information (together, the “Registration Statement”), as provided by the Adviser to the Subadviser; and (b) applicable laws and regulations.

The Subadviser represents and warrants to the Adviser that it will manage each Portfolio at all times (a) in compliance with all applicable federal and state laws, including securities, commodities and banking laws, governing its operations and investments; (b) the provisions of the Act and rules adopted thereunder; (c) the objectives, policies, restrictions and limitations for the Portfolio(s) as set forth in the Trust’s current Registration Statement as most recently provided by the Adviser to the Subadviser; and (d) the policies and procedures as adopted by the Trustees of the Trust provided in writing to the Subadviser. The Subadviser further represents and warrants to the Adviser that it will manage each Portfolio in compliance with Section 851(b)(2) and (3) of Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”) and Section 817(h) of Subchapter L of the Code, solely with respect to the assets of the Portfolio which are under its management and based on information provided by the Portfolio’s custodian. Furthermore, the Adviser will work in conjunction with the Subadviser to undertake any corrective action that may be required as advised by the Portfolio’s tax advisor in a timely manner following quarter end in order to allow the Subadviser to resolve the issue within the 30-day cure period under the Code.

The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreement. The Subadviser shall not be responsible for the other expenses of a Portfolio, including, without limitation, fees of the Portfolio’s independent public accountants transfer agent, custodian and other service providers who are not employees of the Subadviser; brokerage commissions and other transaction-related expenses; tax-reporting; taxes levied against the Portfolio or any of its property; and interest expenses of the Portfolio.

The Subadviser also represents and warrants that in furnishing services hereunder, the Subadviser will not consult with any other subadviser of the Portfolio(s) or other series of

the Trust, to the extent any other subadvisers are engaged by the Adviser, or any other subadvisers to other investment companies that are under common control with the Trust, concerning transactions of the Portfolio(s) in securities or other assets, other than for purposes of complying with the conditions of paragraphs (a) and (b) of rule 12d3-1 under the Act.

The Adviser acknowledges that the Subadviser and its delegates do not hold client money and/or custody assets.

2. Portfolio Transactions. The Subadviser is responsible for decisions, and is hereby authorized, to buy or sell securities and other investments or instruments for each Portfolio, broker-dealers, futures commission merchants’ and other counterparties selection, and negotiation of brokerage commission and futures commission merchants’ rates. As a general matter, in executing portfolio transactions, the Subadviser may employ or deal with such broker-dealers or futures commission merchants as may, in the Subadviser’s best judgment, provide prompt and reliable execution of the transactions at favorable prices and reasonable commission rates. In selecting such broker-dealers or futures commission merchants, the Subadviser shall consider all relevant factors including price (including the applicable brokerage commission, dealer spread or futures commission merchant rate), the size of the order, the nature of the market for the security or other investment, the timing of the transaction, the reputation, experience and financial stability of the broker-dealer or futures commission merchant involved, the quality of the service, the difficulty of execution, the execution capabilities and operational facilities of the firm involved, and, in the case of securities, the firm’s risk in positioning a block of securities. Subject to such policies as the Trustees may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), the Subadviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of the Subadviser’s having caused a Portfolio to pay a member of an exchange, broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another member of an exchange, broker or dealer would have charged for effecting that transaction, if the Subadviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such member of an exchange, broker or dealer viewed in terms of either that particular transaction or the Subadviser’s overall responsibilities with respect to such Portfolio and to other clients as to which the Subadviser exercises investment discretion. In accordance with Section 11(a) of the 1934 Act and Rule 11a2-2(T) thereunder, and subject to any other applicable laws and regulations including Section 17(e) of the Act and Rule 17e-1 thereunder, the Subadviser may engage its affiliates, the Adviser and its affiliates or any other subadviser to the Trust and its respective affiliates, as broker-dealers or futures commission merchants to effect portfolio transactions in securities and other investments for a Portfolio. The Subadviser will promptly communicate to the Adviser and to the officers and the Trustees of the Trust such information relating to portfolio transactions as they may reasonably request. To the extent consistent with applicable law, the Subadviser may aggregate purchase or sell orders for the Portfolio with contemporaneous purchase or sell orders of other clients of the Subadviser or its affiliated persons. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Subadviser in the

5. Status of the Subadviser. The services of the Subadviser to the Adviser and the Trust are not to be deemed exclusive, and the Subadviser shall be free to render similar

services to others so long as its services to the Trust are not impaired thereby. The Subadviser shall be deemed to be an independent contractor and shall, unless otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust.

6. Proxy Voting. Subject to the prior approval by the Board of Trustees of the Trust and upon thirty (30) days’ written notice to the Subadviser (or such lesser or longer notice as is acceptable to the Subadviser), the Adviser reserves the right to delegate to the Subadviser responsibility for exercising voting rights for all or a specified portion of the securities held by a Portfolio. To the extent so delegated, the Subadviser will exercise voting rights with respect to securities held by a Portfolio in accordance with written proxy voting policies and procedures mutually agreed upon by the parties. To the extent the Adviser retains the responsibility for voting proxies, the Subadviser agrees to provide input on certain proxy voting matters or proposals as may be reasonably requested by the Adviser.

The Subadviser agrees that all accounts, books and other records maintained and preserved by it, and related to the Portfolio, as required hereby shall be subject at any time, and from time to time, to such reasonable periodic, special and other examinations by the SEC, the Trust’s auditors, the Trust or any representative of the Trust, the Adviser, or any governmental agency or other instrumentality having regulatory authority over the Trust.

With respect to each Portfolio, this Agreement may be terminated at any time, without payment of a penalty by the Portfolio or the Trust, by vote of a majority of the

Trustees, or by vote of a majority of the outstanding voting securities (as defined in the Act) of the Portfolio, voting separately from any other series of the Trust, or by the Adviser, on not less than thirty (30) nor more than sixty (60) days’ written notice to the Subadviser. With respect to each Portfolio, this Agreement may be terminated by the Subadviser at any time, without the payment of any penalty, on ninety (90) days’ written notice to the Adviser and the Trust. The termination of this Agreement with respect to any Portfolio or the addition of any Portfolio to Schedule A hereto (in the manner required by the Act) shall not affect the continued effectiveness of this Agreement with respect to each other Portfolio subject hereto. This Agreement shall automatically terminate in the event of its assignment (as defined by the Act).

This Agreement will also terminate in the event that the Advisory Agreement by and between the Trust and the Adviser is terminated.

11. Severability. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby.

12. Amendments. This Agreement may be amended by mutual consent in writing, but the consent of the Trust must be obtained in conformity with the requirements of the Act.

14. Legal Matters. The Subadviser will not take any action or render advice involving legal action on behalf of the Trust with respect to securities or other investments held in the Portfolio or the issuers thereof, which become the subject of legal notices or proceedings, including securities class actions and bankruptcies.

efforts to protect the confidentiality of this information. Each party agrees that, without the prior written consent of the other party, it will not use, copy, or divulge to third parties (other than such party’s respective Representatives (as defined below)) or otherwise use, except in accordance with the terms of this Agreement, any confidential information obtained from or through the other party in connection with this Agreement other than as reasonably necessary in the course of a Portfolio’s business, including, but not limited to, as may be requested by broker-dealers or third party firms conducting due diligence on the Portfolio; provided that such recipients must agree to protect the confidentiality of such confidential information and use such information only for the purposes of providing services to the Portfolio; provided, further, however, this covenant shall not apply to information which: (i) has been made publicly available by the other party or is otherwise in the public domain through no fault of the disclosing party; (ii) is within the legitimate possession of the disclosing party prior to its disclosure by such party and without any obligation of confidence; (iii) is lawfully received by the disclosing party from a third party when, to the best of such party’s knowledge and belief, such third party was not restricted from disclosing the information to such party; (iv) is independently developed by the disclosing party through persons who have not had access to, or knowledge of, the confidential information; or (v) is approved in writing for disclosure by the other party prior to its disclosure.

regulatory authority (including, without limitation, any stock exchange or self-regulatory organization); or (iii) necessary in connection with any action, investigation or proceeding (including, without limitation, as part of any interrogatory, court order, subpoena, administrative proceeding, civil investigatory demand, in each case whether oral or written, or any other legal or regulatory process); provided, however, to the extent permitted by law, regulation or regulatory requirement, such party shall promptly notify the other party of the pending disclosure in writing and cooperate in all reasonable respects (and at such other party’s expense) with such other party in seeking to obtain a protective order either precluding such disclosure or requiring that the confidential information so disclosed be maintained as confidential or used only for the purposes related to the action, investigation or proceeding).

otherwise deemed advisable. The Adviser may withdraw consent to electronic delivery at any time by giving the Subadviser notice pursuant this Section.


Subadviser:		Brandywine Global Investment Management, LLC
		1735 Market Street
		Suite 1800
		Philadelphia, PA 19103
		Attention: Joseph P. Larkin
		Investment Director, Strategic Client Solutions
		Email address: Joseph.Larkin@Brandywineglobal.com

Adviser:		SunAmerica Asset Management, LLC
		30 Hudson Street, 16th Floor
		Jersey City, NJ 07302
		Attention: General Counsel
		Email address: SAAMCoLegal@corebridgefinancial.com

[Signature page follows]

SUBADVISORY AGREEMENT

This SUBADVISORY AGREEMENT (“Agreement”) is dated as of January 1, 2026, by and between SUNAMERICA ASSET MANAGEMENT, LLC, a Delaware limited liability company (the “Adviser”), and FEDERATED INVESTMENT MANAGEMENT COMPANY, a Delaware statutory trust (the “Subadviser”).

WITNESSETH:

NOW, THEREFORE, it is hereby agreed between the parties hereto as follows:

1. Duties of the Subadviser. The Adviser hereby engages the services of the Subadviser in furtherance of the Advisory Agreement with the Trust. Pursuant to this Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of the assets of each Portfolio listed on Schedule A attached hereto. Subject to the oversight and review of the Adviser, the Subadviser will determine in its discretion the securities to be purchased or sold, and through delegated authority from the Adviser, execute such documents as may be necessary in connection therewith; will provide the Adviser with records concerning its activities which the Adviser or the Trust is required to maintain; and will render regular reports to the Adviser and to officers and Trustees of the Trust concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Trustees of the Trust and in compliance with such policies as the Trustees of the Trust may from time to time establish, and in compliance with the objectives, policies, and limitations for the

Portfolio(s) set forth in the Trust’s current prospectus and statement of additional information (together, the “Registration Statement”).

The Subadviser represents and warrants that its management of the Portfolio(s) will at all times conform with: (1) the objectives, policies, and limitations for the Portfolio(s) set forth in the Trust’s current Registration Statement; (2) the provisions of Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”) applicable to regulated investment companies including those investment companies underlying variable annuities; (3) the provisions of the Act and rules adopted thereunder applicable to the Portfolio(s); (4) the diversification requirements specified in the Internal Revenue Service’s regulations under Section 817(h) of the Code; (5) applicable state insurance laws provided to Subadviser by Adviser in writing (which may be satisfied through delivery to Subadviser of a copy of the Trust’s current prospectus), or as acknowledged in a written undertaking by Subadviser; and (6) applicable federal and state securities laws. The Subadviser further represents and warrants that to the extent that any statements or omissions made in any Registration Statement for the variable annuity contracts which offer the Portfolio(s) (the “Contracts”) or shares of the Trust, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission (“SEC”) thereunder (the “1933 Act”) and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.

2. Representations and Warranties of the Adviser. The Adviser represents and warrants to the Subadviser that: (1) it is a limited liability company duly formed and validly existing under the laws of Delaware; (2) it is duly authorized to execute and deliver this Agreement and to perform its obligations thereunder; and (3) it is registered with the SEC as an investment adviser under the Advisers Act.

3. Portfolio Transactions. The Subadviser is responsible for decisions to buy or sell securities and other investments for the assets of each Portfolio, broker-dealers and

futures commission merchants selection, and negotiation of brokerage commission and futures commission merchants’ rates. As a general matter, in executing portfolio transactions, the Subadviser may employ or deal with such broker-dealers or futures commission merchants as may, in the Subadviser’s best judgment, provide prompt and reliable execution of the transactions at favorable prices and reasonable commission rates. In selecting such broker-dealers or futures commission merchants, the Subadviser shall consider all relevant factors including price (including the applicable brokerage commission, dealer spread or futures commission merchant rate), the size of the order, the nature of the market for the security or other investment, the timing of the transaction, the reputation, experience and financial stability of the broker-dealer or futures commission merchant involved, the quality of the service, the difficulty of execution, the execution capabilities and operational facilities of the firm involved, and, in the case of securities, the firm’s risk in positioning a block of securities. Subject to such policies as the Trustees may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), the Subadviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of the Subadviser’s having caused a Portfolio to pay a member of an exchange, broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another member of an exchange, broker or dealer would have charged for effecting that transaction, if the Subadviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such member of an exchange, broker or dealer viewed in terms of either that particular transaction or the Subadviser’s overall responsibilities with respect to such Portfolio and to other clients as to which the Subadviser exercises investment discretion. In accordance with Section 11(a) of the 1934 Act and Rule 11a2-2(T) thereunder, and subject to any other applicable laws and regulations including Section 17(e) of the Act and Rule 17e-1 thereunder, the Subadviser may engage its affiliates, the Adviser and its affiliates or any other subadviser to the Trust and its respective affiliates, as broker-dealers or futures commission merchants to effect portfolio transactions in securities and other investments for a Portfolio. The Subadviser will promptly communicate to the Adviser and to the officers and the Trustees of the Trust such information relating to portfolio transactions as they may reasonably request. To the extent consistent with applicable law, the Subadviser may aggregate purchase or sell orders for the Portfolio(s) with contemporaneous purchase or sell orders of other clients of the Subadviser or its affiliated persons. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Subadviser in the manner the Subadviser determines to be equitable and consistent with its and its affiliates’ fiduciary obligations to the Portfolio(s) and to such other clients. The Adviser hereby acknowledges that such aggregation of orders may not result in more favorable pricing or lower brokerage commissions in all instances.

the Portfolio(s), as outlined in the Registration Statement for the Portfolio(s), the Adviser hereby authorizes and directs the Subadviser to do and perform every act and thing whatsoever necessary or incidental in performing its duties and obligations under this Agreement, including, but not limited to, executing as agent, on behalf of the Portfolio(s), master and related agreements and other documents to establish, operate and conduct all brokerage, collateral or other trading accounts, and executing as agent, on behalf of the Portfolio(s), such agreements and other documentation as may be required for the purchase or sale, assignment, transfer and ownership of any permitted investment, including repurchase and derivative master agreements, including any schedules and annexes to such agreements, releases, consents, elections and confirmations. The Subadviser also is hereby authorized to instruct a Portfolio’s custodian with respect to any collateral management activities in connection with any derivatives transactions and to enter into standard industry protocol arrangements (including those published by ISDA). The Subadviser is also authorized to provide evidence of its authority to enter into such master and related agreements, including by delivering a copy of this provision. The Adviser acknowledges and understands that it will be bound by any such trading accounts established, and agreements and other documentation executed, by the Subadviser for such investment purposes and agrees to provide the Subadviser with tax information, governing documents, legal opinions and other information concerning the Portfolio(s) as may be reasonably necessary to complete such agreements and other documentation. The Subadviser is required to provide the Adviser with copies of the applicable agreements and documentation promptly upon request and to notify the Adviser, within a commercially reasonable amount of time, of any claims by counterparties or financial intermediaries that a Portfolio has triggered an early termination or default provision or otherwise is out of compliance with the terms of the applicable agreement or that the counterparty is excused from performing under the agreement. The Subadviser is hereby authorized, to the extent required by regulatory agencies or market practice, to reveal the Trust and the Portfolio’s identity and address to any financial intermediary through which or with which financial instruments are traded or cleared.

The authority granted to the Subadviser pursuant to this Agreement shall include, without limitation the authority on behalf of and in the name of the Portfolio(s) to execute: (i) documentation relating to private placements, loans and bank debt (including Loan Syndications and Trading Association and Loan Market Association documentation); (ii) waivers, consents, amendments or other modifications relating to investments; and (iii) purchase agreements, sales agreements, commitment letters, pricing letters, registration rights agreements, indemnities and contributions, escrow agreements and other investment related agreements.

continuation of positions under the agreements and retention of accounts or transfer of such accounts, which the Adviser shall determine in its sole discretion. If instructed by the Adviser to do so, the Subadviser shall close out open positions and transfer financial instruments in accordance with the Adviser’s instructions.

4. Compensation of the Subadviser. The Subadviser shall not be entitled to receive any payment from the Trust and shall look solely and exclusively to the Adviser for payment of all fees for the services rendered, facilities furnished and expenses paid by it hereunder. As full compensation for the Subadviser under this Agreement, the Adviser agrees to pay to the Subadviser a fee at the annual rates set forth in Schedule A hereto with respect to the assets managed by the Subadviser for each Portfolio listed thereon. Such fee shall be accrued daily and paid monthly as soon as practicable after the end of each month. If the Subadviser shall provide its services under this Agreement for less than the whole of any month, the foregoing compensation shall be prorated.

6. Status of the Subadviser. The services of the Subadviser to the Adviser and the Trust are not to be deemed exclusive, and the Subadviser shall be free to render similar services to others so long as its services to the Trust are not impaired thereby. The Subadviser shall be deemed to be an independent contractor and shall, unless otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust.

7. Proxy Voting. Subject to the prior approval by the Board and upon thirty (30) days’ written notice to the Subadviser (or such lesser or longer notice as is acceptable to the Subadviser), the Adviser reserves the right to delegate to the Subadviser responsibility for exercising voting rights for all or a specified portion of the securities held by a Portfolio. To the extent so delegated, the Subadviser will exercise voting rights with respect to securities held by a Portfolio in accordance with written proxy voting policies and procedures mutually agreed upon by the parties. To the extent the Adviser retains the responsibility for voting proxies, the Subadviser agrees to provide input on certain proxy voting matters or proposals as may be reasonably requested by the Adviser.

8. Certain Records. The Subadviser hereby undertakes and agrees to maintain, in the form and for the period required by Rule 31a-2 under the Act, all records relating to the investments of the Portfolio(s) that are required to be maintained by the Trust pursuant to the requirements of Rule 31a-1 of the Act. Any records required to be maintained and preserved pursuant to the provisions of Rule 31a-1 and Rule 31a-2 promulgated under the Act which are prepared or maintained by the Subadviser on behalf of the Trust are the property of the Trust and will be surrendered promptly to the Trust or the Adviser on request.

9. Reference to the Subadviser. Neither the Trust nor the Adviser or any affiliate or agent thereof shall make reference to or use the name of the Subadviser or any of its affiliates in any advertising or promotional materials without the prior written approval of the Subadviser, which approval shall not be unreasonably withheld.

10. Liability of the Subadviser. (a) In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties (“disabling conduct”) hereunder on the part of the Subadviser (and its officers, directors, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Subadviser), the Subadviser shall not be subject to liability to the Trust or to any shareholder of the Trust for any act or omission in the course of, or connected with, rendering services hereunder, including without limitation, any error of judgment or mistake of law or for any loss suffered by any of them in connection with the matters to which this Agreement relates, except to the extent specified in Section 36(b) of the Act concerning loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services. Except for such disabling conduct, the Adviser shall indemnify the Subadviser (and its officers, directors, partners, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Subadviser) (collectively, the (“Indemnified Parties”) from any liability arising from the Subadviser’s conduct under this Agreement. Subadviser hereby indemnifies, defends and protects Adviser and holds Adviser harmless, from and against any and all liability arising out of Subadviser’s disabling conduct.

(b) The Subadviser agrees to indemnify and hold harmless the Adviser and its affiliates and each of its directors and officers and each person, if any, who controls the Adviser within the meaning of Section 15 of the 1933 Act against any and all losses, claims, damages, liabilities or litigation (including legal and other expenses), to which the Adviser or its affiliates or such directors, officers or controlling person may become subject under the 1933 Act, under other statutes, at common law or otherwise, which arise out of or result from any breach of any representation or warranty set forth in Section 1 of this Agreement; provided, however, that in no case is the Subadviser’s indemnity in favor of any person deemed to protect such other persons against any liability to which such person would otherwise be subject by reasons of willful misfeasance, bad faith, or gross negligence in the performance of his, her or its duties or by reason of his, her or its reckless disregard of obligation and duties under this Agreement.

(c) The Adviser is hereby expressly put on notice of the limitation of liability as set forth in the Declaration of Trust of the Subadviser and agrees that the obligations assumed by the Subadviser pursuant to this Agreement will be limited in any case to the Subadviser and its assets and the Adviser shall not seek satisfaction of any such obligations

from the shareholders of the Subadviser, the trustees of the Subadviser, officers, employees or agents of the Subadviser, or any of them.

11. Permissible Interests. Trustees and agents of the Trust are or may be interested in the Subadviser (or any successor thereof) as directors, partners, officers, or shareholders, or otherwise; directors, partners, officers, agents, and shareholders of the Subadviser are or may be interested in the Trust as trustees, or otherwise; and the Subadviser (or any successor) is or may be interested in the Trust in some manner.

12. Term of the Agreement. This Agreement shall continue in full force and effect with respect to each Portfolio until two years from the date hereof, and from year to year thereafter so long as such continuance is specifically approved at least annually (i) by the vote of a majority of those Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio voting separately from any other series of the Trust. With respect to each Portfolio, this Agreement may be terminated at any time, without payment of a penalty by the Portfolio or the Trust, by vote of a majority of the Trustees, or by vote of a majority of the outstanding voting securities (as defined in the Act) of the Portfolio, voting separately from any other series of the Trust, or by the Adviser, on not less than 30 nor more than 60 days’ written notice to the Subadviser.

With respect to each Portfolio, this Agreement may be terminated by the Subadviser at any time, without the payment of any penalty, on ninety (90) days’ written notice to the Adviser and the Trust. The termination of this Agreement with respect to any Portfolio or the addition of any Portfolio to Schedule A hereto (in the manner required by the Act) shall not affect the continued effectiveness of this Agreement with respect to each other Portfolio subject hereto. This Agreement shall automatically terminate in the event of its assignment (as defined by the Act).

This Agreement will also terminate in the event that the Advisory Agreement by and between the Trust and the Adviser is terminated.

13. Service Providers. Notwithstanding anything contained to the contrary, the Subadviser may enter into arrangements with its affiliates and other third party contractors in connection with the performance of the Subadviser’s services and other obligations under this

Agreement, including for the provision of certain personnel, services and facilities to the Subadviser, provided that such arrangements comply with the Act. The Subadviser will remain responsible for any actions or omissions of such affiliates or other third-party contractors to the same extent as if the Subadviser had taken such action or made such omission under this Agreement.

14. Severability. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby.

15. Amendments. This Agreement may be amended by mutual consent in writing, but the consent of the Trust must be obtained in conformity with the requirements of the Act.

17. Personal Liability. The Declaration of the Trust establishing the Trust (the “Declaration”), is on file in the office of the Secretary of the Commonwealth of Massachusetts, and, in accordance with that Declaration, no Trustee, shareholder, officer, employee or agent of the Trust shall be held to any personal liability, nor shall resort be had to their private property for satisfaction of any obligation or claim or otherwise in connection with the affairs of the Trust, but the “Trust Property,” as defined in the Declaration, only shall be liable.

(b) Any confidential information provided by a party shall remain the sole property of such party, and shall be promptly returned to such party (or destroyed) following

(e) For purposes of this Agreement, “Representatives” with respect to a party means such party’s representatives, directors, officers, investment and advisory committee members, employees, fund participants, rating agencies, professional advisers (including lawyers, accountants and investment bankers), affiliates or agents of such party who have a need to know confidential information. A party shall be responsible for enforcing compliance with this Agreement by its Representatives, if and to the extent such party has disclosed confidential information to any of them. The terms of this Section 19 are in addition to the terms of any other agreements between the parties or their affiliates.

20. Notices. All notices required or permitted to be given under this Agreement shall be in writing, shall specifically refer to this Agreement, and shall be addressed to the appropriate party at the address specified below, or such other address as may be specified by such party in writing in accordance with this Section, and shall be deemed to have been properly given when delivered by electronic mail, by U.S. certified or registered mail, return receipt requested, postage prepaid, or by reputable courier service.


Subadviser:		Federated Investment Management Company
		1001 Liberty Avenue
		Pittsburgh, PA 15222-3779
		Attention: George Polatas
		Email address: George.Polatas@federatedhermes.com
		Federatedsubadvised@federatedhermes.com

Adviser:		SunAmerica Asset Management, LLC
		30 Hudson Street, 16th Floor
		Jersey City, NJ 07302
		Attention: General Counsel
		Email address: SAAMCoLegal@corebridgefinancial.com

[Signature page follows]

SUBADVISORY AGREEMENT

This SUBADVISORY AGREEMENT (“Agreement”) is dated as of January 1, 2026, by and between SUNAMERICA ASSET MANAGEMENT, LLC, a Delaware limited liability company (the “Adviser”), and FIAM LLC, a Delaware limited liability company (the “Subadviser”).

WITNESSETH:

NOW, THEREFORE, it is hereby agreed between the parties hereto as follows:

1. Duties of the Subadviser. The Adviser hereby engages the services of the Subadviser in furtherance of the Advisory Agreement with the Trust. Pursuant to this Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of the assets of each Portfolio. The Subadviser will determine, in its discretion and subject to the oversight and review of the Adviser, the securities and other investments to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser or the Trust is required to maintain, and will render regular reports to the Adviser and to officers and Trustees of the Trust concerning its discharge of the foregoing responsibilities. The Subadviser, as agent and attorney-in-fact of the Trust, may, when it deems appropriate and without prior consultation with the Adviser, (a) buy, sell, exchange, convert and otherwise trade in any stocks, bonds and other securities including money market instruments, whether the issuer is organized in the United States or

outside the United States, (b) place orders for the execution of such securities transactions with or through such brokers, dealers or issuers as the Subadviser may select, and (c) purchase, sell, exchange or convert foreign currency in the spot or forward markets as necessary to facilitate transactions in international securities for the Portfolio(s). In addition, the custodian shall provide the Subadviser with daily reports regarding the cash levels in the Portfolio. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Trustees of the Trust and in compliance with such policies as the Trustees of the Trust may from time to time establish, which may be applicable to the Subadviser’s activities on behalf of the trust and which have been provided to the Subadviser, and in compliance with (a) the objectives, policies, restrictions and limitations for the Portfolio(s) as set forth in the Trust’s current prospectus and statement of additional information (together, the “Registration Statement”); and (b) applicable laws and regulations.

The Subadviser represents and warrants to the Adviser that each Portfolio will at all times be operated and managed (a) in compliance with all applicable federal and state laws, including securities, commodities and banking laws, governing its operations and investments; (b) so as not to jeopardize either the treatment of the variable annuity contracts which offer the Portfolio(s) (the “Contracts”) as annuity contracts for purposes of the Internal Revenue Code of 1986, as amended (the “Code”), or the eligibility of the Contracts to qualify for sale to the public in any state where they may otherwise be sold; and (c) to minimize any taxes and/or penalties payable by the Trust or the Portfolio(s). Without limiting the foregoing, the Subadviser represents and warrants that it will manage each Portfolio in compliance with (a) the applicable provisions of Subchapter M, chapter 1 of the Code (“Subchapter M”) for each Portfolio to be treated as a “regulated investment company” under Subchapter M; (b) the diversification requirements specified in the Internal Revenue Service’s regulations under Section 817(h) of the Code; (c) the provisions of the Act and rules adopted thereunder; (d) applicable state insurance laws, provided by the Adviser to the Subadviser; (e) the objectives, policies, restrictions and limitations for the Portfolio(s) as set forth in the Trust’s current Registration Statement as most recently provided by the Adviser to the Subadviser; and (f) the policies and procedures as adopted by the Trustees of the Trust. The Subadviser shall furnish information to the Adviser, as requested, for purposes of compliance with the distribution requirements necessary to avoid payment of any excise tax pursuant to Section 4982 of the Code.

The Adviser is responsible for ensuring that the Registration Statement and any amendments or supplements to such information conforms in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Securities and Exchange Commission (“SEC”) thereunder, as amended (the “1933 Act”) and the Act and does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser acknowledges that the Adviser is relying on the accuracy and completeness of information furnished by the Subadviser for use by the Adviser in such Registration Statement and any amendments or supplements thereto. The Subadviser represents and warrants that any information furnished by the Subadviser expressly for use in the Registration Statement and any amendments or supplements to such information provided by the Subadviser will not

contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.

2. Portfolio Transactions. (a) The Subadviser is responsible for decisions to buy or sell securities and other investments for the assets of each Portfolio, broker-dealers and futures commission merchants’ selection, and negotiation of brokerage commission and futures commission merchants’ rates. As a general matter, in executing portfolio transactions, the Subadviser may employ or deal with such broker-dealers or futures commission merchants as may, in the Subadviser’s best judgment and as described in the Subadviser’s Form ADV, provide prompt and reliable execution of the transactions at favorable prices and reasonable commission rates. In selecting such broker-dealers or futures commission merchants, the Subadviser shall consider all relevant factors including price (including the applicable brokerage commission, dealer spread or futures commission merchant rate), the size of the order, the nature of the market for the security or other investment, the timing of the transaction, the reputation, experience and financial stability of the broker-dealer or futures commission merchant involved, the quality of the service, the difficulty of execution, the execution capabilities and operational facilities of the firm involved, and, in the case of securities, the firm’s risk in positioning a block of securities. Subject to such policies as the Trustees may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), the Subadviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of the Subadviser’s having caused a Portfolio to pay a member of an exchange, broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another member of an exchange, broker or dealer would have charged for effecting that transaction, if the Subadviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such member of an exchange, broker or dealer viewed in terms of either that particular transaction or the Subadviser’s overall responsibilities with respect to such Portfolio

and to other clients as to which the Subadviser exercises investment discretion. Subject to any other applicable laws and regulations including Section 17(e) of the Act and Rule 17e-1 thereunder, the Subadviser may engage its affiliates, the Adviser and its affiliates or any other subadviser to the Trust and its respective affiliates, as broker-dealers or futures commission merchants to effect portfolio transactions in securities and other investments for a Portfolio. The Subadviser will promptly communicate to the Adviser and to the officers and the Trustees of the Trust such information relating to portfolio transactions as they may reasonably request. To the extent consistent with applicable law and as described in the Subadviser’s Form ADV, the Subadviser may aggregate purchase or sell orders for the Portfolio with contemporaneous purchase or sell orders of other clients of the Subadviser or its affiliated persons. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Subadviser in the manner the Subadviser determines to be equitable and consistent with its and its affiliates’ fiduciary obligations to the Portfolio and to such other clients. The Adviser hereby acknowledges that such aggregation of orders may not result in more favorable pricing or lower brokerage commissions in all instances.

With respect to any investments, including but not limited to repurchase and reverse repurchase agreements, derivatives contracts, futures contracts, International Swaps and Derivatives Association, Inc. (“ISDA”) Master Agreements and similar types of master agreements, and options on futures contracts, which are permitted to be made by the Subadviser in accordance with this Agreement and the investment objectives and strategies of the Portfolio(s), as outlined in the Registration Statement for the Portfolio(s), the Adviser hereby authorizes and directs the Subadviser to do and perform every act and thing whatsoever necessary or incidental in performing its duties and obligations under this Agreement, including, but not limited to, executing as agent, on behalf of the Portfolio(s), master and related agreements and other documents to establish, operate and conduct all brokerage, collateral or other trading accounts, and executing as agent, on behalf of the Portfolio(s), such agreements and other documentation as may be required for the purchase or sale, assignment, transfer and ownership of any permitted investment, including repurchase and derivative master agreements, including any schedules and annexes to such agreements, releases, consents, elections and confirmations. The Subadviser also is hereby authorized to instruct a Portfolio’s custodian with respect to any collateral management activities in connection with any derivatives transactions and to enter into standard industry protocol arrangements (including those published by ISDA). The Subadviser is also authorized to provide evidence of its authority to enter into such master and related agreements, including by delivering a copy of this provision. The Adviser acknowledges and understands that it will be bound by any such trading accounts established, and agreements and other documentation executed, by the Subadviser for such investment purposes and agrees to provide the Subadviser with tax information, governing documents, legal opinions and other information concerning the Portfolio(s) as may be reasonably necessary to complete such agreements and other documentation. The Subadviser is required to provide the Adviser with copies of the applicable agreements and documentation promptly upon reasonable request and to notify the Adviser of any written claims by counterparties or financial intermediaries that a Portfolio has triggered an early termination or default provision or otherwise is out of compliance with the

terms of the applicable agreement that with the passage of time and left unpremeditated could trigger an early termination event of default, or that the counterparty is excused from performing under the agreement. The Subadviser is hereby authorized, to the extent required by regulatory agencies or market practice, to reveal the Trust and the Portfolio’s identity and address to any financial intermediary through which or with which financial instruments are traded or cleared.

The Subadviser is authorized to terminate all such master and related agreements and other documentation with respect to a Portfolio when it determines it is in the best interest of the Portfolio to do so, and it is authorized to exercise all default and other rights of the Portfolio against the other party(ies) to such agreements in accordance with its fiduciary duties and the best interest of the Portfolio. Upon termination of this Agreement, the Subadviser agrees to remove the Portfolio(s) as parties to such agreements and to consult with the Adviser regarding close-out, novation or continuation of positions under the agreements and retention of accounts or transfer of such accounts, which the Adviser shall determine in its sole discretion. If instructed by the Adviser to do so, and provided any necessary approvals are granted by account trading counterparties, the Subadviser shall close out open positions and transfer financial instruments in accordance with the Adviser’s instructions.

4. Custody. The Trust has appointed a “qualified custodian” as that term is defined in Rule 206(4)-2 under the Advisers Act unaffiliated with the Adviser, to take and have possession of funds and securities of the Portfolio. The Subadviser will not, and nothing herein will be construed to permit the Subadviser to, have “custody” of the Portfolio, as such term is defined in Rule 206(4)-2. The Subadviser will not be liable for any act or omission of any custodian.

5. Reports. The Trust, the Adviser and the Subadviser agree to furnish to each other, if applicable, current prospectuses, statements of additional information, proxy

statements, reports of shareholders, certified copies of their financial statements, and such other information with regard to their affairs and that of the Trust as each may reasonably request.

7. Proxy Voting. The Board of Trustees of the Trust has initially determined to delegate the authority and responsibility to exercise voting rights for a Portfolio’s securities to the Adviser. Subject to the prior approval by the Board of Trustees of the Trust and upon thirty (30) days’ written notice to the Subadviser (or such lesser or longer notice as is acceptable to the Subadviser), the Adviser reserves the right to delegate to the Subadviser responsibility for exercising voting rights for all or a specified portion of the securities held by a Portfolio. To the extent so delegated, the Subadviser will exercise voting rights with respect to securities held by a Portfolio in accordance with written proxy voting policies and procedures mutually agreed upon by the parties. To the extent the Adviser retains the responsibility for voting proxies, the Subadviser agrees to provide input on certain non-routine proxy voting matters or proposals as may be reasonably requested by the Adviser. In addition, the Adviser will instruct the custodian and other parties providing services to the Trust promptly to forward to the proxy voting service copies of all proxies and shareholder communications relating to the securities held by each Portfolio (other than materials relating to legal proceedings).

8. Certain Records. The Subadviser hereby undertakes and agrees to maintain, in the form and for the period required by Rule 31a-2 under the Act (1) all records relating to the investments of the Portfolio(s) that are required to be maintained by the Subadviser pursuant to the requirements of Rule 31a-1 of the Act; and (2) any records required to be maintained and preserved pursuant to the provisions of Rule 31a-1 and Rule 31a-2 promulgated under the Act which are prepared or maintained by the Subadviser on behalf of the Trust. Such records are the property of the Trust and shall be returned to the Trust upon termination of this Agreement.

9. Reference to the Subadviser. It is understood that the Subadviser’s name and registered and unregistered trademarks, service marks and logos (e.g., FIAM and Fidelity Institutional AM and the Fidelity Investments logo) are the valuable property of the

Subadviser and its affiliates and that the Portfolio(s) have the right to use such name (or logo) in offering materials of the Trust sales materials with respect to the Trust with the approval of the Subadviser during the term of this Agreement solely for the purposes of disclosing and promoting the relationship between the parties described herein. In accordance with the exercise of the license rights granted in the preceding sentence, the Adviser and Subadviser agree that the terms of the Service Mark License Agreement among the parties entered into on or about the date hereof, as may be amended from time to time by the parties, shall govern. Upon termination of this Agreement, the Portfolio(s) and the Trust shall forthwith cease to use such name (or derivative or logo).

10. Liability of the Subadviser. (a) In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties (“disabling conduct”) hereunder on the part of the Subadviser (and its officers, directors/trustees, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Subadviser) the Subadviser shall not be subject to liability to the Adviser (and its officers, directors/trustees, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Adviser) or to the Trust (and its officers, directors/trustees, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Trust) for any act or omission in the course of, or connected with, rendering services hereunder, including without limitation, any error of judgment or mistake of law or for any loss suffered by any of them in connection with the matters to which this Agreement relates. Except for such disabling conduct, the Adviser shall indemnify the Subadviser (and its officers, directors, partners, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Subadviser) from any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising from Subadviser’s rendering of services under this Agreement.

11. Permissible Interests. Trustees and agents of the Trust are or may be interested in the Subadviser (or any successor thereof) as directors/trustees, partners, officers, or

shareholders, or otherwise; directors/trustees, partners, officers, agents, and shareholders of the Subadviser are or may be interested in the Trust as trustees, or otherwise; and the Subadviser (or any successor) is or may be interested in the Trust in some manner.

With respect to each Portfolio, this Agreement may be terminated at any time, without payment of a penalty by the Portfolio or the Trust, by vote of a majority of the Trustees, or by vote of a majority of the outstanding voting securities (as defined in the Act) of the Portfolio, voting separately from any other series of the Trust, or by the Adviser, on not less than 30 nor more than 60 days’ written notice to the Subadviser. With respect to each Portfolio, this Agreement may be terminated by the Subadviser at any time, without the payment of any penalty, on 90 days’ written notice to the Adviser and the Trust; provided, however, that this Agreement may not be terminated by the Subadviser unless another subadvisory agreement has been approved by the Trust in accordance with the Act, or after six months’ written notice, whichever is earlier. The termination of this Agreement with respect to any Portfolio or the addition of any Portfolio to Schedule A hereto (in the manner required by the Act) shall not affect the continued effectiveness of this Agreement with respect to each other Portfolio subject hereto. This Agreement shall automatically terminate in the event of its assignment (as defined by the Act).

This Agreement will also terminate in the event that the Advisory Agreement by and between the Trust and the Adviser is terminated.

13. Severability. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby.

14. Amendments; Assignment. This Agreement may be amended by mutual consent in writing, but the consent of the Trust must be obtained in conformity with the requirements of the Act. No assignment, as that term is defined in the Advisers Act, of this Agreement will be made by the Adviser without the written consent of the Trust.

15. Governing Law. This Agreement shall be construed in accordance with the laws of the State of New York, without reference to its conflict of laws rules, and the applicable provisions of the Act. To the extent the applicable laws of the State of New York, or any of the provisions herein, conflict with the applicable provisions of the Act, the latter shall control.

16. Personal Liability. The Declaration of the Trust establishing the Trust (the “Declaration”), is on file in the office of the Secretary of the Commonwealth of Massachusetts, and, in accordance with that Declaration, no Trustee, shareholder, officer, employee or agent of the Trust shall be held to any personal liability, nor shall resort be had to their private property for satisfaction of any obligation or claim or otherwise in connection with the affairs of the Trust, but the “Trust Property,” as defined in the Declaration, only shall be liable.

17. Separate Series. Pursuant to the provisions of the Declaration, each Portfolio is a separate series of the Trust, and all debts, liabilities, obligations and expenses of a particular Portfolio shall be enforceable only against the assets of that Portfolio and not against the assets of any other Portfolio or of the Trust as a whole.

18. Confidentiality. (a) Each party will receive and hold any records or other information obtained pursuant to this Agreement (“confidential information”) in confidence, and acknowledges, represents, and warrants that it will use its reasonable best efforts to protect the confidentiality of this confidential information. Each party agrees that, without the prior written consent of the other party, it will not use, copy, or divulge to third parties (other than such party’s respective Representatives (as defined below)) or otherwise use, except in accordance with the terms of this Agreement, any confidential information obtained from or through the other party in connection with this Agreement other than as reasonably necessary in the course of a Portfolio’s business, including, but not limited to, as may be requested by broker-dealers or third party firms conducting due diligence on the Portfolio; provided that such recipients must agree to protect the confidentiality of such confidential information and use such information only for the purposes of providing services to the Portfolio; provided, further, however, this covenant shall not apply to information which: (i) has been made publicly available by the other party or is otherwise in the public domain through no fault of the disclosing party; (ii) is within the legitimate possession of the disclosing party prior to its disclosure by such party and without any obligation of confidence; (iii) is lawfully received by the disclosing party from a third party when, to the best of such party’s knowledge and belief, such third party was not restricted from disclosing the information to such party; (iv) is independently developed by the disclosing party through persons who have not had access to, or knowledge of, the confidential information; or (v) is approved in writing for disclosure by the other party prior to its disclosure.

(b) Any confidential information provided by a party shall remain the sole property of such party, and shall be promptly returned to such party (or destroyed) following any written request by such party to do so. Notwithstanding the foregoing, either party (and others to whom permitted disclosure has been made) (i) may retain a copy of the confidential information as is required for regulatory purposes or to comply with internal policy or laws relating to document retention, and (ii) shall not be required to return, delete, or destroy any confidential information as resides on its electronic systems, including email and back-up systems, it being understood that any such surviving confidential information shall remain subject to the limitations of this Section 18 for a period of six (6) years after the termination of this Agreement.

(d) Notwithstanding any other provision of this Agreement, each party and its respective Representatives shall be permitted to retain and disclose confidential information to the extent such retention and disclosure is: (i) required by any law, rule or regulation; (ii) required or requested by, or necessary under the rules of, any court, any governmental agency or other regulatory authority (including, without limitation, any stock exchange or self-regulatory organization); or (iii) necessary in connection with any action, investigation or proceeding (including, without limitation, as part of any interrogatory, court order, subpoena, summons, administrative proceeding, civil investigatory demand, in each case whether oral or written, or any other legal or regulatory process); provided, however, to the extent permitted by law, regulation or regulatory requirement, such party shall promptly notify the other party of the pending disclosure in writing and cooperate in all reasonable respects (and at such other party’s expense) with such other party in that party’s efforts in seeking to obtain a protective order either precluding such disclosure or requiring that the confidential information so disclosed be maintained as confidential or used only for the purposes related to the action, investigation or proceeding).

(e) For purposes of this Agreement, “Representatives” with respect to a party means such party’s representatives, directors, officers, investment and advisory committee members, employees, fund participants, rating agencies, professional advisers (including lawyers, accountants and investment bankers), affiliates or agents of such party who have a need to know confidential information. A party shall be responsible for enforcing compliance with this Agreement by its Representatives, if and to the extent such party has disclosed confidential information to any of them, and shall be liable for any breach of this Section 18 by its Representatives. The terms of this Section 18 are in addition to the terms of any other agreements between the parties or their affiliates.


Subadviser:		FIAM LLC
		900 Salem Street
		Smithfield, RI 02917
		Attention: Casey Condron, SVP Head of Relationship Management
		Fax: 617 872-5601
		Email address: Casey.Condron@fmr.com

With a copy to:
		Fidelity Investments
		900 Salem Street
		Smithfield, RI 02917
		Attention: Andrea O’Keefe, Legal Counsel
		Fax: 617 217-6690
		Email address: Andrea.Okeefe@fmr.com

Adviser:		SunAmerica Asset Management, LLC
		30 Hudson Street, 16th Floor
		Jersey City, NJ 07302
		Attention: General Counsel
		Email address: SAAMCoLegal@corebridgefinancial.com

20. Rule 206(4)-5. The Adviser has appointed the Subadviser as investment manager for the Portfolio, which is a Covered Investment Pool, as the term is defined in Rule 206(4)-5, in which Government Entities are invested or may invest. The Adviser agrees to make available to the Subadviser a list of such Government Entities invested in the Covered Investment Pool in accordance with Rule 206(4)-5 of the Advisers Act.

electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com or www.echosign.com, or other applicable law) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

22. Class Action Lawsuits. Unless the Subadviser otherwise agrees in writing, Subadviser will not advise or take any action on behalf of the Portfolio in any legal proceedings, including bankruptcies or class actions, involving securities held in, or formerly held in, the Portfolio or the issuers of those securities. The Subadviser will forward all proof of claim forms and related materials received by the Subadviser to the Portfolio’s custodian or the Adviser upon receipt. The Subadviser will not be liable for failure to file such forms.

23. No Guarantee of Investment Performance. The Trust understands that the value of investments made for the Portfolio may increase as well as decrease, is not guaranteed and past performance is no guarantee of future results. The Subadviser has not made and is not making any guarantees, including any guarantee as to any specific level of performance of the Portfolio or the performance of the Portfolio relative to any standard or index, including other clients of the Subadviser. The Trust acknowledges that the Portfolio is designed for the described investment objective and is not intended as a complete investment program and also understands that investment decisions made on behalf of the Portfolio by the Subadviser are subject to various market and business risks.

24. Receipt of Form ADV. The Trust acknowledges that prior to the Trust’s execution and delivery of this Agreement the Trust received a copy of Part 2A and 2B of the Subadviser’s Form ADV or a brochure which describes the services provided by the Subadviser.

[Signature page follows]

SUBADVISORY AGREEMENT

This SUBADVISORY AGREEMENT (“Agreement”) is dated as of January 1, 2026, by and between SUNAMERICA ASSET MANAGEMENT, LLC, a Delaware limited liability company (the “Adviser”), and FRANKLIN ADVISERS, INC., a California corporation (the “Subadviser”).

WITNESSETH:

investment advisers under the Advisers Act, to assist the Subadviser in discharging its obligations under this Agreement on the terms hereinafter set forth;

NOW, THEREFORE, it is hereby agreed between the parties hereto as follows:

The Subadviser represents and warrants to the Adviser that it will manage the Portfolio(s) at all times (a) in compliance with all applicable federal and state laws, including securities, commodities and banking laws, governing its operations and investments; (b) the provisions of the Act and the rules and regulations adopted thereunder; (c) the objectives, policies, restrictions and limitations for the Portfolio(s) as set forth in each Trust’s current Registration Statement as most recently provided by the Adviser to the Subadviser; and (d) the policies and procedures as adopted by the Trustees of the Trusts provided in writing to the Subadviser. The Subadviser further represents and warrants to the Adviser that it will manage each Portfolio in compliance with Section 851(b)(2) and (3) of Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”) and Section 817(h) of Subchapter L of the Code, solely with respect to the assets of the Portfolio(s) which are under its management and based solely on information provided by the custodian of the Portfolio(s). Furthermore, the Adviser will work in conjunction with the Subadviser to undertake any corrective action that may be required as advised by a Portfolio’s tax advisor in a timely manner following quarter end in order to allow the Subadviser to resolve the issue within the 30- day cure period under the Code.

conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Securities and Exchange Commission (“SEC”) thereunder (the “1933 Act”) and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.

The Adviser acknowledges that the Subadviser and its delegates do not hold client money and/or custody assets.

2. Portfolio Transactions. The Subadviser (and any Subadviser Affiliate that is engaged pursuant to the terms of a Subadvisory Affiliate Agreement) is responsible for decisions, and is hereby authorized, to buy or sell securities and other investments or instruments for the Portfolio(s), broker-dealers, futures commission merchants’ and other counterparties selection, and negotiation of brokerage commission and futures commission merchants’ rates. As a general matter, in executing portfolio transactions, the Subadviser may employ or deal with such broker-dealers or futures commission merchants as may, in the Subadviser’s best judgment, provide prompt and reliable execution of the transactions at favorable prices and reasonable commission rates. In selecting such broker-dealers or futures commission merchants, the Subadviser shall consider all relevant factors including price (including the applicable brokerage commission, dealer spread or futures commission merchant rate), the size of the order, the nature of the market for the security or other investment, the timing of the transaction, the reputation, experience and financial stability of the broker-dealer or futures commission merchant involved, the quality of the service, the difficulty of execution, the execution capabilities and operational facilities of the firm involved, and, in the case of securities, the firm’s risk in positioning a block of securities. Subject to such policies as the Trustees may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), the Subadviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of the Subadviser’s having caused a Portfolio to pay a member of an exchange, broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another member of an exchange, broker or dealer would have charged for effecting that transaction, if the Subadviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such member of an exchange, broker or dealer viewed in terms of either that particular transaction or the Subadviser’s overall responsibilities with respect to such Portfolio and to other clients as to which the Subadviser exercises investment discretion. In accordance with Section 11(a) of the 1934 Act and Rule 11a2-2(T) thereunder, and subject to any other applicable laws and regulations including Section 17(e) of the Act and Rule 17e-1 thereunder, the Subadviser may engage its affiliates, the Adviser and its affiliates or any other subadviser to the Trusts and its respective affiliates, as broker-dealers or futures commission merchants to effect portfolio transactions in securities and other investments for a Portfolio. The Subadviser will promptly communicate to the Adviser and to the officers and the Trustees of the Trusts such information relating to portfolio transactions as they may reasonably request. To the extent consistent with applicable law, the Subadviser may aggregate purchase or sell orders for the Portfolio(s) with contemporaneous purchase or sell orders of other clients of the Subadviser or its affiliated persons. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Subadviser in the manner the Subadviser determines to be equitable and consistent with its and its affiliates’ fiduciary obligations to the Portfolio and to such other clients. The Adviser hereby acknowledges that such aggregation of orders may not result in more favorable pricing or lower brokerage commissions in all instances.

The Subadviser is authorized to exercise corporate actions with respect to equity and fixed income securities (including, but not limited to, dividends, warrants, rights

offerings, tender offers, consents, restructurings, merger, reorganizations, recapitalizations, exchange, subscription, actions at debtholders meetings (and any other action relating to the exercise or enforcement of rights under, or the renegotiation of, the terms of a fixed income instrument)) for the Portfolio(s) in the Subadviser’s discretion. Further, the Subadviser is authorized to disclose confidential information about the Adviser, the Portfolio(s) and the Trusts to third parties as necessary for the Portfolio(s) to participate in any corporate actions for which it is eligible. The Adviser acknowledges that the Subadviser may not exercise a corporate action due to various factors, including, but not limited to, a Portfolio’s ineligibility to participate in such corporate action, the Subadviser’s lack of timely notice of the corporate action, the Subadviser’s inability to provide documentation within the period of time required for participation, or if the Subadviser otherwise determines that participation is not in the best interests of the Portfolio.

termination or default provision or otherwise is out of compliance with the terms of the applicable agreement or that the counterparty is excused from performing under the agreement. The Subadviser is hereby authorized, to the extent required by regulatory agencies or market practice, to reveal the identity of a Trust or a Portfolio and address to any financial intermediary through which or with which financial instruments are traded or cleared.

3. Compensation of the Subadviser. The Subadviser shall not be entitled to receive any payment from the Trusts and shall look solely and exclusively to the Adviser for payment of all fees for the services rendered, facilities furnished and expenses paid by it hereunder. As full compensation for the Subadviser under this Agreement, the Adviser agrees to pay to the Subadviser a fee at the annual rates set forth in Schedule A hereto with respect to the assets managed by the Subadviser for each Portfolio listed thereon. Such fee shall be accrued daily and paid monthly as soon as practicable after the end of each month. If the Subadviser shall provide its services under this Agreement for less than the whole of any month, the foregoing compensation shall be prorated.

4. Reports. The Adviser agrees to furnish to the Subadviser current prospectuses, statements of additional information, proxy statements, reports of shareholders, certified copies of their financial statements (collectively, “Trusts Reports”) as soon as practicable after such Trusts Reports are available to the public, and such other information with regard to their affairs and that of the Trusts as the Subadviser may reasonably request. Adviser will provide Subadviser access to a list of the affiliates of Adviser or the Portfolio(s) to which investment restrictions apply, which list will specifically identify (a) all companies in which the Portfolio(s) may not invest, together with ticker symbols and/or CUSIP numbers for all such companies, and (b) any affiliated brokers and any restrictions that apply to the use of those brokers by the Portfolio(s). Adviser will notify Subadviser any time a change to such list is made.

7. Certain Records. The Subadviser hereby undertakes and agrees to maintain, in the form and for the period required by Rule 31a-2 under the Act, all records relating to the investments of the Portfolio(s) that are required to be maintained by the Trusts pursuant to the requirements of Rule 31a-1 of the Act. Any records required to be maintained and preserved pursuant to the provisions of Rule 31a-1 and Rule 31a-2 promulgated under the Act which are prepared or maintained by the Subadviser on behalf of the Trusts will be provided as soon as reasonably practicable to the Trusts or the Adviser upon request.

The Subadviser agrees that all accounts, books and other records maintained and preserved by it, and related to the Portfolio(s), as required hereby shall be subject at any time, and from time to time, to such reasonable periodic, special and other examinations by the SEC, the Trusts’ auditors, the Trusts or any representative of the Trusts, the Adviser, or any governmental agency or other instrumentality having regulatory authority over the Trusts.

8. Reference to the Subadviser. None of the Trusts, the Portfolio(s) or the Adviser or any affiliate or agent thereof shall make reference to or use the name or logo of the Subadviser or any of its affiliates in any advertising or promotional materials without the prior written approval of the Subadviser, prior to first use, which approval shall not be unreasonably withheld. Additionally, if substantive changes are made to such materials thereafter, the Portfolio(s) shall furnish to the Subadviser the updated material for approval prior to first use, which approval shall not be unreasonably withheld. Upon the termination of this Agreement, none of the Trusts, the Portfolio(s) or the Adviser or any affiliate or agent thereof shall make reference to or use the name or logo of the Subadviser or any of its affiliates in any advertising or promotional materials. Notwithstanding the above, for so long as the Subadviser serves as subadviser to the Portfolio(s), the Trusts, the Portfolio(s) and the Adviser may use the name or logo of the Subadviser or any of its affiliates (including but not limited to any Subadviser Affiliates) in the Registration Statement, shareholder reports, and other filings with the SEC, or after the Subadviser ceases to serve as subadviser, if such usage is solely for the purpose of meeting a disclosure obligation under laws, rules, regulations, statutes and codes, whether state or federal, without the Subadviser’s prior written consent.

9. Liability of the Subadviser. (a) In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties (“disabling conduct”) hereunder on the part of the Subadviser (and its officers, members, directors/trustees, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Subadviser) the Subadviser shall not be subject to liability to the Adviser (and its officers, directors/trustees, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Adviser) or to a Trust (and its officers, directors/trustees, agents, employees, controlling persons, shareholders and any other person or entity affiliated with such Trust) for any act or omission in the course of, or connected with, rendering services hereunder, including without limitation, any error of judgment or mistake of law or for any loss suffered by any of them in connection with the matters to which this Agreement relates, except to the extent specified in Section 36(b) of the Act concerning loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services. Except for such disabling conduct, the Adviser shall indemnify the Subadviser (and its officers, members, directors, partners, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Subadviser) from any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising from Subadviser’s conduct under this Agreement.

Subadviser to comply with the provisions and representations and warranties set forth in Section 1 of this Agreement; provided, however, that in no case is the Subadviser’s indemnity in favor of any person deemed to protect such other persons against any liability to which such person would otherwise be subject by reasons of willful misfeasance, bad faith, or gross negligence in the performance of his, her or its duties or by reason of his, her or its reckless disregard of obligations and duties under this Agreement.

This Agreement will terminate in the event that the Advisory Agreement by and between the Trust and the Adviser is terminated.

11. Severability. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby.

12. Amendments. This Agreement may be amended by mutual consent in writing, but the consent of the Trusts must be obtained in conformity with the requirements of the Act.

14. Legal Matters. The Subadviser will not take any action or render advice involving legal action on behalf of the Trusts with respect to securities or other investments

held in a Portfolio or the issuers thereof, which become the subject of legal notices or proceedings, including securities class actions and bankruptcies.

tapes, it being understood that any such surviving confidential information shall remain subject to the limitations of this Section 17.

18. Representations. By execution of this Agreement, Subadviser represents that it is duly registered as an investment adviser with the SEC pursuant to the Advisers Act and that

it has electronically provided to the Adviser Part 2A of its registration on Form ADV prior to signing this Agreement.

19. Use of the Services of Others. In rendering the services required under this Agreement, Subadviser may, consistent with applicable law from time to time, employ, delegate, or associate with itself such affiliated or unaffiliated person or persons as it believes reasonably necessary to assist it in carrying out its obligations under this Agreement; provided, however, that any such delegation, notwithstanding the engagement of the Subadvisory Affiliates, shall not involve any such person serving as an “adviser” to the Portfolio within the meaning of the Act. Subadviser shall remain liable to Adviser for the performance of Subadviser’s and the Subadviser’s Affiliates’ obligations hereunder, and Adviser shall not be responsible for any fees that any such person may charge to Subadviser for such services.

20. Force Majeure. Notwithstanding anything in this Agreement to the contrary, Subadviser shall not be responsible or liable for its failure to perform under this Agreement or for any losses to the Portfolio(s) resulting from any event beyond the control of Subadviser, its Subadviser Affiliates, or its agents, including but not limited to, nationalization, strikes, expropriation, devaluation, seizure, or similar action by any governmental authority, de facto or de jure; or enactment, promulgation, imposition or enforcement by any such governmental authority of currency restrictions, exchange controls, levies or other charges affecting the assets of the Portfolio(s); or any order or regulation of any banking or securities industry, including changes in market rules and market conditions affecting the execution or settlement of transactions; or acts of war, terrorism, insurrection or revolution; or acts of God, or any other similar event.

SUBADVISORY AGREEMENT

This SUBADVISORY AGREEMENT (“Agreement”) is dated as of January 1, 2026, by and between SUNAMERICA ASSET MANAGEMENT, LLC, a Delaware limited liability company (the “Adviser”), and FRANKLIN MUTUAL ADVISERS, LLC, a Delaware limited liability company (the “Subadviser”).

WITNESSETH:

WHEREAS, the Subadviser is engaged in the business of rendering investment advisory services and is registered as an investment adviser under the Investment Advisers Act of 1940, as amended; and

WHEREAS, the Adviser desires to retain the Subadviser to furnish investment advisory services to the investment portfolio(s) of the Trust listed on Schedule A attached hereto (the “Portfolio(s)”), and the Subadviser is willing to furnish such services;

NOW, THEREFORE, it is hereby agreed between the parties hereto as follows:

1. Duties of the Subadviser. The Adviser hereby engages the services of the Subadviser in furtherance of the Advisory Agreement with the Trust. Pursuant to this Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of the assets of each Portfolio. The Subadviser will determine, in its discretion and subject to the oversight and review of the Adviser, the securities and other investments to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser or the Trust is required to maintain, and will render regular reports to the Adviser and to officers and Trustees of the Trust concerning its discharge of the foregoing responsibilities. The Subadviser, as agent and attorney-in-fact of the Trust, may, when it deems appropriate and without prior consultation with the Adviser, (a) buy, sell, exchange, convert and otherwise trade in any stocks, bonds and other securities including money market instruments, whether the issuer is organized in the United States or

The Subadviser represents and warrants to the Adviser that each Portfolio will at all times be operated and managed (a) in compliance with all applicable federal and state laws, including securities, commodities and banking laws, governing its operations and investments. Without limiting the foregoing, the Subadviser represents and warrants that it will cooperate with the Trust’s administrator to manage each Portfolio in compliance with (a) the applicable provisions of Subchapter M, chapter 1 of the Internal Revenue Code of 1986, as amended (the “Code”) (“Subchapter M”) for each Portfolio to be treated as a “regulated investment company” under Subchapter M; (b) the diversification requirements specified in the Internal Revenue Service’s regulations under Section 817(h) of the Code; (c) the provisions of the Act and rules adopted thereunder; (d) applicable state insurance laws; (e) the objectives, policies, restrictions and limitations for the Portfolio(s) as set forth in the Trust’s current Registration Statement as most recently provided by the Adviser to the Subadviser; and (f) the policies and procedures as adopted by the Trustees of the Trust as furnished to the Subadviser. The Subadviser shall furnish information readily available to it to the Adviser, as requested, for purposes of compliance with the distribution requirements necessary to avoid payment of any excise tax pursuant to Section 4982 of the Code.

The Subadviser further represents and warrants that to the extent that any statements or omissions made in any Registration Statement for the variable annuity contracts which offer the Portfolio(s) or shares of the Trust, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Securities and Exchange Commission (“SEC”) thereunder (the “1933 Act”) and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.

The Subadviser also represents and warrants that in furnishing services hereunder, the Subadviser will not consult with any other subadviser of the Portfolio(s) or other series of the Trust, to the extent any other subadvisers are engaged by the Adviser, or any other subadvisers to other investment companies that are under common control with the Trust, concerning transactions of the Portfolio(s) in securities or other assets except: (i) for purposes of complying with the conditions of paragraphs (a) and (b) of rule 12d3-1 under the Act; and (ii) such consultations are permitted between the current and successor subadvisers of the Portfolio(s) in order to effect an orderly transition of subadvisory duties so long as such consultations are not concerning transactions prohibited by Section 17(a) of the Act.

2. Portfolio Transactions. (a) The Subadviser is responsible for decisions to buy or sell securities and other investments for the assets of each Portfolio, broker-dealers and futures commission merchants’ selection, and negotiation of brokerage commission and futures commission merchants’ rates. As a general matter, in executing portfolio transactions, the Subadviser may employ or deal with such broker-dealers or futures commission merchants as may, in the Subadviser’s best judgment, provide prompt and reliable execution of the transactions at favorable prices and reasonable commission rates. In selecting such broker-dealers or futures commission merchants, the Subadviser shall consider all relevant factors including price (including the applicable brokerage commission, dealer spread or futures commission merchant rate), the size of the order, the nature of the market for the security or other investment, the timing of the transaction, the reputation, experience and financial stability of the broker-dealer or futures commission merchant involved, the quality of the service, the difficulty of execution, the execution capabilities and operational facilities of the firm involved, and, in the case of securities, the firm’s risk in positioning a block of securities. Subject to such policies as the Trustees may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), the Subadviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of the Subadviser’s having caused a Portfolio to pay a member of an exchange, broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another member of an exchange, broker or dealer would have charged for effecting that transaction, if the Subadviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such member of an exchange, broker or dealer viewed in terms of either that particular transaction or the Subadviser’s overall responsibilities with respect to such Portfolio and to other clients as to which the Subadviser exercises investment discretion. In accordance with Section 11(a) of the 1934 Act and Rule 11a2-2(T) thereunder, and subject to any other applicable laws and regulations including Section 17(e) of the Act and Rule 17e-1 thereunder, the Subadviser may engage its affiliates, the Adviser and its affiliates or any other subadviser to the Trust and its respective affiliates, as broker-dealers or futures commission merchants to effect portfolio transactions in securities and other

investments for a Portfolio. The Adviser shall maintain and provide the Subadviser with a list of all broker-dealers affiliated with Adviser or with another subadviser and shall provide the Subadviser with updates to the list as needed. The Subadviser will promptly communicate to the Adviser and to the officers and the Trustees of the Trust such information relating to portfolio transactions as they may reasonably request. To the extent consistent with

3. applicable law, the Subadviser may aggregate purchase or sell orders for the Portfolio with contemporaneous purchase or sell orders of other clients of the Subadviser or its affiliated persons. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Subadviser in the manner the Subadviser determines to be equitable and consistent with its and its affiliates’ fiduciary obligations to the Portfolio and to such other clients. The Adviser hereby acknowledges that such aggregation of orders may not result in more favorable pricing or lower brokerage commissions in all instances.

(b) Notwithstanding Section 2(a) above, for such purposes as obtaining investment research products and services, covering fees and expenses, the Adviser may direct the Subadviser to effect a specific percentage of a Portfolio’s transactions in securities and other investments to certain broker-dealers and futures commission merchants. In designating the use of a particular broker-dealer or futures commission merchant, the Adviser and Subadviser acknowledge:

(1)

All brokerage transactions are subject to best execution. As such, Subadviser will use its best efforts to direct non-risk commission transactions to a particular broker-dealer or futures commission merchant designated by the Adviser provided that the Subadviser obtains best execution;

(2)

Such direction may result in the Portfolio paying a higher commission, depending upon the Portfolio’s arrangements with the particular broker-dealer or futures commission merchant, or such other factors as market conditions, share values, capabilities of the particular broker-dealer or futures commission merchant, etc.;

(3)

If the Subadviser directs payments of an excessive amount of commissions, the executions may not be accomplished as rapidly. In addition, the Portfolio may forfeit the possible advantage derived from the aggregation of multiple orders as a single “bunched” transaction where Subadviser would, in some instances, be in a better position to negotiate commissions; and

(4)

master agreements, and options on futures contracts, which are permitted to be made by the Subadviser in accordance with this Agreement and the investment objectives and strategies of the Portfolio(s), as outlined in the Registration Statement for the Portfolio(s), the Adviser hereby authorizes and directs the Subadviser to do and perform every act and thing whatsoever necessary or incidental in performing its duties and obligations under this Agreement, including, but not limited to, executing as agent, on behalf of the Portfolio(s), master and related agreements and other documents to establish, operate and conduct all brokerage, collateral or other trading accounts, and executing as agent, on behalf of the Portfolio(s), such agreements and other documentation as may be required for the purchase or sale, assignment, transfer and ownership of any permitted investment, including repurchase and derivative master agreements, including any schedules and annexes to such agreements, releases, consents, elections and confirmations. The Subadviser also is hereby authorized to instruct a Portfolio’s custodian with respect to any collateral management activities in connection with any derivatives transactions and to enter into standard industry protocol arrangements (including those published by ISDA). The Subadviser is also authorized to provide evidence of its authority to enter into such master and related agreements, including by delivering a copy of this provision. The Adviser acknowledges and understands that it will be bound by any such trading accounts established, and agreements and other documentation executed, by the Subadviser for such investment purposes and agrees to provide the Subadviser with tax information, governing documents, legal opinions and other information concerning the Portfolio(s) as may be reasonably necessary to complete such agreements and other documentation. The Subadviser is required to provide the Adviser with copies of the applicable agreements and documentation promptly upon request and to notify the Adviser of any claims by counterparties or financial intermediaries that a Portfolio has triggered an early termination or default provision or otherwise is out of compliance with the terms of the applicable agreement or that the counterparty is excused from performing under the agreement. The Subadviser is hereby authorized, to the extent required by regulatory agencies or market practice, to reveal the Trust and the Portfolio’s identity and address to any financial intermediary through which or with which financial instruments are traded or cleared.

of accounts or transfer of such accounts, which the Adviser shall determine in its sole discretion. If instructed by the Adviser to do so, the Subadviser shall close out open positions and transfer financial instruments in accordance with the Adviser’s instructions.

4. Compensation of the Subadviser. The Subadviser shall not be entitled to receive any payment from the Trust and shall look solely and exclusively to the Adviser for payment of all fees for the services rendered, facilities furnished and expenses paid by it hereunder. As full compensation for the Subadviser under this Agreement, the Adviser agrees to pay to the Subadviser a fee at the annual rates set forth in Schedule A hereto with respect to the assets managed by the Subadviser for each Portfolio listed thereon. Such fee shall be accrued daily and paid monthly as soon as practicable after the end of each month. If the Subadviser shall provide its services under this Agreement for less than the whole of any month, the foregoing compensation shall be prorated.

5. Other Services. At the request of the Trust or the Adviser, the Subadviser in its discretion may make available to the Trust, office facilities, equipment, personnel and other services in order to facilitate meetings or other similar functions. Such office facilities, equipment, personnel and services shall be provided for or rendered by the Subadviser and billed to the Trust or the Adviser at the Subadviser’s cost.

Adviser understands that the Subadviser may give advice and take action with respect to any of its other clients or for its own account which may differ from the timing or nature of action taken by the Subadviser with respect to the Portfolio(s). Nothing in this Agreement shall impose upon the Subadviser any obligation to purchase or sell, or to recommend for purchase or sale, any security which the Subadviser, or its shareholders, directors, officers, employees or affiliates may purchase or sell for its or their own account(s) or for the account of any other client.

7. Advertising. Subadviser shall not provide or in any way distribute any sales or advertising materials, whether or not related to the Trust, to any employee or representative of AIG Capital Services, Inc. (“ACS”) or its affiliates, including wholesaling personnel, unless such material has been received and approved, in writing, by the Adviser.

8. Proxy Voting. Subject to the prior approval by the Board of Trustees of the Trust and upon thirty (30) days’ written notice to the Subadviser (or such lesser or longer notice as is acceptable to the Subadviser), the Adviser reserves the right to delegate to the Subadviser responsibility for exercising voting rights for all or a specified portion of the securities held by a Portfolio. To the extent so delegated, the Subadviser will exercise voting rights with respect to securities held by a Portfolio in accordance with written proxy voting policies and procedures mutually agreed upon by the parties. To the extent the Adviser retains the responsibility for voting proxies, the Subadviser agrees to provide input on certain proxy voting matters or proposals as may be reasonably requested by the Adviser.

9. Certain Records. The Subadviser hereby undertakes and agrees to maintain, in the form and for the period required by Rule 31a-2 under the Act, all records relating to the Subadviser’s investments for the Portfolio(s) that are required to be maintained by Subadviser on behalf of the Trust pursuant to the requirements of Rule 31a-1 of the Act. Subadviser shall provide reasonable access to or copies of any records required to be maintained and preserved pursuant to the provisions of Rule 31a-1 and Rule 31a-2 promulgated under the Act which are prepared or maintained by the Subadviser on behalf of the Trust.

10. Reference to the Subadviser. Neither the Trust nor the Adviser or any affiliate or agent thereof shall make reference to or use the name of the Subadviser or any of its affiliates in any advertising or promotional materials without the prior approval of the Subadviser, which approval shall not be unreasonably withheld.

11. Liability of the Subadviser. (a) In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties (“disabling conduct”) hereunder on the part of the Subadviser (and its officers, directors/trustees, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Subadviser) the Subadviser shall not be subject to liability to the Adviser (and its officers, directors/trustees, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Adviser) or to the Trust (and its officers, directors/trustees, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Trust) for any act or omission in the course of, or connected with, rendering services hereunder, including without limitation, any error of judgment or mistake of law or for any loss suffered by any of them in connection with the matters to which this Agreement relates, except to the extent specified in Section 36(b) of the Act concerning loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services. Except for such disabling conduct, the Adviser shall indemnify the Subadviser (and its officers, directors, partners, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Subadviser) from any and all losses, claims, damages, liabilities or litigation

(including reasonable legal and other expenses) arising from Subadviser’s rendering of services under this Agreement.

(b) The Subadviser agrees to indemnify and hold harmless the Adviser (and its officers, directors/trustees, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Adviser) and/or the Trust (and its officers, directors/trustees, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Trust) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the Adviser and/or the Trust and their affiliates or such directors/trustees, officers or controlling person may become subject under the Act, the 1933 Act, under other statutes, common law or otherwise, which arise from the Subadviser’s disabling conduct described above, including but not limited to any material failure by the Subadviser to comply with the provisions and representations and warranties set forth in Section 1 of this Agreement; provided, however, that in no case is the Subadviser’s indemnity in favor of any person deemed to protect such other persons against any liability to which such person would otherwise be subject by reasons of willful misfeasance, bad faith, or gross negligence in the performance of his, her or its duties or by reason of his, her or its reckless disregard of obligations and duties under this Agreement.

12. Permissible Interests. Trustees and agents of the Trust are or may be interested in the Subadviser (or any successor thereof) as directors/trustees, partners, officers, or shareholders, or otherwise; directors/trustees, partners, officers, agents, and shareholders of the Subadviser are or may be interested in the Trust as trustees, or otherwise; and the Subadviser (or any successor) is or may be interested in the Trust in some manner.

the event of its assignment (as defined by the Act). This Agreement will also terminate in the event that the Advisory Agreement by and between the Trust and the Adviser is terminated.

14. Severability. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby.

15. Amendments. This Agreement may be amended by mutual consent in writing, but the consent of the Trust must be obtained in conformity with the requirements of the Act.

such third party was not restricted from disclosing the information to such party; (iv) is independently developed by the disclosing party through persons who have not had access to, or knowledge of, the confidential information; or (v) is approved in writing for disclosure by the other party prior to its disclosure.

lawyers, accountants and investment bankers), affiliates or agents of such party who have a need to know confidential information. A party shall be responsible for enforcing compliance with this Agreement by its Representatives, if and to the extent such party has disclosed confidential information to any of them. The terms of this Section 19 are in addition to the terms of any other agreements between the parties or their affiliates.


Subadviser:		Franklin Mutual Advisers, LLC
		101 John F. Kennedy Parkway
		Short Hills, NJ 07078
		Attention: President
		Email address: DCST@franklintempleton.com

Adviser:		SunAmerica Asset Management, LLC
		30 Hudson Street, 16th Floor
		Jersey City, NJ 07302
		Attention: General Counsel
		Email address: SAAMCoLegal@corebridgefinancial.com

SUBADVISORY AGREEMENT

This SUBADVISORY AGREEMENT (“Agreement”) is dated as of January 1, 2026, by and between SUNAMERICA ASSET MANAGEMENT, LLC, a Delaware limited liability company (the “Adviser”), and GOLDMAN SACHS ASSET MANAGEMENT, L.P., a Delaware limited partnership (the “Subadviser”).

WITNESSETH:

NOW, THEREFORE, it is hereby agreed between the parties hereto as follows:

The Subadviser further represents and warrants that to the extent that any statements or omissions made in any Registration Statement for the shares of the Trust, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser in writing expressly for use therein, such Registration Statement and any amendments or supplements thereto (solely with respect to such information) will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Securities and Exchange Commission (“SEC”) thereunder (the “1933 Act”) and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Subadviser agrees: (a) to maintain a level of errors and omissions or professional liability insurance coverage that, at all times during the course of this Agreement, is appropriate given the nature of its business, and (b) from time to time and upon reasonable request, to supply evidence of such coverage to the Adviser.

The Subadviser’s duties and responsibilities under this Agreement are limited to the portion of the assets of the Portfolio(s) allocated to it by the Adviser for investment and reinvestment. All references to the Portfolio(s) throughout this Agreement refer to the portion of assets of the Portfolio(s) allocated to the Subadviser by the Adviser for investment and reinvestment.

The Adviser hereby acknowledges that the Subadviser gives no representation or warranty, express or implied, as to the performance or investment results of the Portfolio(s) or any part thereof.

In rendering the services required under this Agreement, the Subadviser may, consistent with applicable law and regulations, from time to time, employ, delegate, engage, or associate with such affiliated or unaffiliated entities or persons as it believes necessary to assist it in carrying out its obligations under this Agreement; provided, however, that, in the case of any such delegation that involves any such entities or persons serving as an “investment adviser” to the Portfolio(s) within the meaning of the Act, such delegation must meet the requirements of Section 15(a) of the Act and related guidance of, or exemptive orders from, the SEC and its staff. The Subadviser shall remain liable for the performance of the Subadviser’s obligations hereunder and for the acts and omission of such other persons or entities.

The Adviser acknowledges that the Subadviser and its delegates do not hold client money and/or custody assets.

faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such member of an exchange, broker or dealer viewed in terms of either that particular transaction or the Subadviser’s overall responsibilities with respect to such Portfolio and to other clients as to which the Subadviser exercises investment discretion. In accordance with Section 11(a) of the 1934 Act and Rule 11a2-2(T) thereunder, and subject to any other applicable laws and regulations including Section 17(e) of the Act and Rule 17e-1 thereunder, the Subadviser may engage its affiliates, the Adviser and its affiliates or any other subadviser to the Trust and its respective affiliates, as broker-dealers or futures commission merchants to effect portfolio transactions in securities and other investments for a Portfolio. The Subadviser will promptly communicate to the Adviser and to the officers and the Trustees of the Trust such information relating to portfolio transactions as they may reasonably request. To the extent consistent with applicable law, the Subadviser may aggregate purchase or sell orders for the Portfolio(s) with contemporaneous purchase or sell orders of other clients of the Subadviser or its affiliated persons. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Subadviser in the manner the Subadviser determines to be equitable and consistent with its and its affiliates’ fiduciary obligations to the Portfolio and to such other clients. The Adviser hereby acknowledges that such aggregation of orders may not result in more favorable pricing or lower brokerage commissions in all instances.

executed, by the Subadviser for such investment purposes and agrees to provide the Subadviser with tax information, governing documents, legal opinions and other information concerning the Portfolio(s) as may be reasonably necessary to complete such agreements and other documentation. The Subadviser is required to provide the Adviser with copies of the applicable agreements and documentation promptly upon request and to notify the Adviser of any claims by counterparties or financial intermediaries that a Portfolio has triggered an early termination or default provision or otherwise is out of compliance with the terms of the applicable agreement or that the counterparty is excused from performing under the agreement. The Subadviser is hereby authorized, to the extent required by regulatory agencies or market practice, to reveal the Trust and the Portfolio’s identity and address to any financial intermediary through which or with which financial instruments are traded or cleared.

3. Compensation of the Subadviser. The Subadviser shall not be entitled to receive any payment from the Trust and shall look solely and exclusively to the Adviser for payment of all fees for the services rendered, facilities furnished and expenses paid by it hereunder. As full compensation for the Subadviser under this Agreement, the Adviser agrees to pay to the Subadviser a fee at the annual rates set forth in Schedule A hereto with respect to the assets managed by the Subadviser for each Portfolio listed thereon. Such fee shall be accrued daily and paid monthly as soon as practicable after the end of each month (i.e., the applicable annual fee rate divided by 365 applied to each prior day’s net assets in order to calculate the daily accrual). If the Subadviser shall provide its services under this Agreement for less than the whole of any month, the foregoing compensation shall be prorated.

The Subadviser agrees to furnish to the Adviser and/or the Chief Compliance Officer of the Trust and/or the Adviser (the “CCO”) with such information, certifications and reports as such persons may reasonably deem appropriate or may reasonably request from the Subadviser regarding the Subadviser’s compliance with applicable law, including: (i) Rule 206(4)-7 of the Advisers Act; (ii) the Federal Securities Laws, as defined in Rule 38a-1 under the Act; (iii) the Commodity Exchange Act of 1936, as amended; and (iv) any and all other laws, rules and regulations, whether foreign or domestic, in each case, applicable at any time to the operations of the Subadviser with respect to the provision of its services under this Agreement. The Subadviser shall make its officers and employees (including its Chief Compliance Officer) who are responsible for the Portfolio available, upon reasonable notice to the Subadviser, to the Adviser and/or the CCO or his or her designee from time to time to examine and review the Subadviser’s compliance program and adherence thereto.

The Subadviser shall be deemed to be an independent contractor and shall, unless otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust.

6. Proxy Voting. Subject to the prior approval by the Board of Trustees of the Trust and upon thirty (30) days’ written notice (the “Notice”) to the Subadviser (or such lesser or longer notice as is acceptable to the Subadviser), the Adviser reserves the right to delegate to the Subadviser responsibility for exercising voting rights for all or a specified portion of the securities held by a Portfolio, effective as of a date specified in the Notice (the “Effective Date”). To the extent so delegated, the Subadviser, beginning on the Effective Date, will exercise voting rights with respect to securities held by a Portfolio in accordance with written proxy voting policies and procedures mutually agreed upon by the parties. To the extent the Adviser retains the responsibility for voting proxies, the Subadviser agrees to provide input on certain proxy voting matters or proposals as may be reasonably requested by the Adviser.

The Subadviser agrees that all accounts, books and other records maintained and preserved by it, and related to the Portfolio(s), as required hereby shall be subject at any time, and from time to time, to such reasonable periodic, special and other examinations by the SEC, the Trust’s auditors, the Trust or any representative of the Trust, the Adviser, or any governmental agency or other instrumentality having regulatory authority over the Trust.

The Adviser acknowledges and agrees that the Subadviser shall not be deemed to be the pricing or valuation agent.

8. Reference to the Subadviser. It is understood that the names “Goldman Sachs” and “Goldman Sachs Asset Management” or any trademark, trade name, service mark, or logo, or any variation of such trademark, trade name, service mark, or logo of the Subadviser or its affiliates (collectively, the “Goldman Sachs Marks”) are the valuable property of the Subadviser and its affiliates and that the Portfolio(s) or its affiliates have the right to use such Goldman Sachs Marks in offering materials of the Portfolio(s) only with the prior written approval of the Subadviser and only for so long as the Subadviser is a subadviser to the Portfolio(s); provided, however, if such usage is for the purpose of meeting a disclosure obligation under laws, rules, regulations, statutes and codes, whether state or federal, the Subadviser’s prior written consent shall not be required for such offering materials (e.g., prospectuses, statements of additional information or shareholder reports). Additionally, if substantive changes are made to such materials thereafter, the Portfolio(s) shall furnish to the Subadviser the updated material for approval prior to first use, which approval shall not be unreasonably withheld. Upon the termination of this Agreement, none of the Trust, the Portfolio(s) or the Adviser or any affiliate or agent thereof shall make reference to or use such Goldman Sachs Marks in any advertising or promotional materials. Notwithstanding the above, for so long as the Subadviser serves as subadviser to the Portfolio(s), the Trust, the Portfolio(s) and the Adviser may use the name of the Subadviser or any of its affiliates in the Registration Statement, shareholder reports, and other filings with the SEC, or after the Subadviser ceases to serve as subadviser, if such usage is for the purpose of meeting a disclosure obligation under laws, rules, regulations, statutes and codes, whether state or federal, without the Subadviser’s prior written consent.

(b) The Subadviser agrees to indemnify and hold harmless the Adviser (and its officers, directors/trustees, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Adviser) and/or the Trust (and its officers, directors/trustees, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Trust) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the Adviser and/or the Trust and their affiliates or such directors/trustees, officers or controlling person may become subject under the Act, the 1933 Act, under other statutes, common law or otherwise, which arise from the Subadviser’s disabling conduct; provided, however, that in no case is the Subadviser’s indemnity in favor of any person deemed to protect such other persons against any liability to which such person would otherwise be subject by reasons of willful misfeasance, bad faith, or gross negligence in the performance of his, her or its duties or by reason of his, her or its reckless disregard of obligations and duties under this Agreement.

With respect to a Portfolio, this Agreement may be terminated at any time, without payment of a penalty by the Portfolio or the Trust, by vote of a majority of the Trustees, or by vote of a majority of the outstanding voting securities (as defined in the Act) of the Portfolio, voting separately from any other series of the Trust, or by the Adviser, on not less than thirty (30) nor more than sixty (60) days’ written notice to the Subadviser. With respect to a Portfolio, this Agreement may be terminated by the Subadviser at any time, without the payment of any penalty, on ninety (90) days’ written notice to the Adviser and the Trust. The termination of this Agreement with respect to a Portfolio or the addition of a Portfolio to Schedule A hereto (in the manner required by the Act) shall not affect the continued effectiveness of this Agreement with respect to each other Portfolio subject hereto. This Agreement shall automatically terminate with respect to a Portfolio in the event of its assignment (as defined by the Act) with respect to such Portfolio.

This Agreement will terminate with respect to a Portfolio in the event that the Advisory Agreement by and between the Trust and the Adviser is terminated with respect to such Portfolio.

11. Severability. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby.

12. Amendments. This Agreement may be amended by mutual consent in writing, but the consent of the Trust must be obtained in conformity with the requirements of the Act.

14. Legal Matters. The Subadviser will not take any action (including, for example, filing proofs of claim) or render advice involving legal action on behalf of the Trust with respect to securities or other investments held in a Portfolio or the issuers thereof, which become the subject of legal notices or proceedings, including securities class actions and bankruptcies.

lawyers, accountants and investment bankers), affiliates or agents of such party who have a need to know confidential information. A party shall be responsible for enforcing compliance with this Agreement by its Representatives, if and to the extent such party has disclosed confidential information to any of them. The terms of this Section 17 are in addition to the terms of any other agreements between the parties or their affiliates.

By execution of this Agreement, the Adviser represents that it has received and reviewed the latest copy of Part 2A of the Subadviser’s Form ADV and has read and fully understood the risks and conflicts described therein. The Adviser consents to receive (i) all documents required to be delivered pursuant to the Advisers Act, including amendments to Part 2A of the Subadviser’s Form ADV and (ii) Financial Industry Regulatory Authority Rule 5130 and Rule 5131 negative consent letters, as applicable, via electronic communication (including email), unless and until such time as the Adviser notifies the Subadviser in writing that it no longer wishes to receive such information via electronic communication, in which case the Subadviser shall thereafter supply such information by mail or by such other means as the Adviser and the Subadviser may mutually agree.


		Subadviser:		Goldman Sachs Asset Management, L.P.
				200 West Street
				New York, NY 10282
				Attention: Marci Green
				Email address: marci.green@gs.com
				with a copy to AIMS-legal@gs.com

		Adviser:		SunAmerica Asset Management, LLC
				30 Hudson Street, 16th Floor
				Jersey City, NJ 07302
				Attention: General Counsel
				Email address: SAAMCoLegal@corebridgefinancial.com

[Signature page follows]

SUBADVISORY AGREEMENT

This SUBADVISORY AGREEMENT (“Agreement”) is dated as of January 1, 2026, by and between SUNAMERICA ASSET MANAGEMENT, LLC, a Delaware limited liability company (the “Adviser”), and INVESCO ADVISERS, INC., a Delaware corporation (the “Subadviser”).

WITNESSETH:

WHEREAS, the Subadviser is engaged in the business of rendering investment advisory services and is registered as an investment adviser under the Investment Advisers Act of 1940, as amended; and

WHEREAS, the Adviser desires to retain the Subadviser to furnish investment advisory services to the investment portfolio or portfolios of the Trust listed in Schedule A hereto (the

“Portfolio(s)”), and the Subadviser is willing to furnish such services;

NOW, THEREFORE, it is hereby agreed between the parties hereto as follows:

1. Duties of the Subadviser. The Adviser hereby engages the services of the Subadviser in furtherance of the Advisory Agreement. Pursuant to this Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of the assets of each Portfolio listed. The Subadviser will determine in its discretion and subject to the oversight and review of the Adviser, the securities to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser or the Trust is required to maintain, and will render regular reports to the Adviser and to officers and Trustees of the Trust concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Trustees of the Trust and in compliance with such policies as the Trustees of the Trust may from time to time establish, and in compliance with the objectives, policies, and limitations for the Portfolio(s) set forth in the Trust’s current prospectus and statement of additional information (together, the “Registration Statement”), and applicable laws and regulations.

The Subadviser represents and warrants to the Adviser that each of the Portfolios set forth in Schedule A will at all times be operated and managed (1) in compliance with all applicable federal and state laws; (2) so as not to jeopardize either the treatment of the variable annuity contracts which offer the Portfolio(s) (the “Contracts”) as annuity contracts for purposes of the Internal Revenue Code of 1986, as amended (the “Code”), or the eligibility of the Contracts to qualify for sale to the public in any state where they may otherwise be sold; and (3) to minimize any taxes and/or penalties payable by the Trust or such Portfolio. Without limitation, the Subadviser represents and warrants the Portfolios’ (1) qualification, election and maintenance of such election by each Portfolio to be treated as a “regulated investment company” under subchapter M, chapter 1 of the Code, and (2) compliance with (a) the provisions of the Act and rules adopted thereunder; (b) the diversification requirements specified in the Internal Revenue Service’s regulations under Section 817(h) of the Code; (c) applicable state insurance laws; and (d) applicable federal and state securities, commodities and banking laws. The Subadviser further represents and warrants that to the extent that any statements or omissions made in any Registration Statement for the Contracts or shares of the Trust, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Securities and Exchange Commission (“SEC”) thereunder (the “1933 Act”) and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.

2. Portfolio Transactions. The Subadviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities and is directed to use its best efforts to obtain the best price and execution. In selecting such broker or dealers, the Subadviser shall consider all relevant factors, including price (including the applicable brokerage commission or dealer spread), the size of the order, the nature of the market for the security or other investment, the timing of the transaction, the reputation, experience and financial stability of the broker or dealer involved, the quality of the service, the difficulty of execution, the execution capabilities and operations facilities of the firm involved, and the firm’s risk in positioning a block of securities. Subject to such policies as the Trustees may

determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, the Subadviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of the Subadviser’s having caused a Portfolio to pay a member of an exchange, broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another member of an exchange, broker or dealer would have charged for effecting that transaction, if the Subadviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such member of an exchange, broker or dealer viewed in terms of either that particular transaction or the Subadviser’s overall responsibilities with respect to such Portfolio and to other clients as to which the Subadviser exercises investment discretion. The Subadviser will promptly communicate to the Adviser and to the officers and the Trustees of the Trust such information relating to portfolio transactions as they may reasonably request.

or market practice, to reveal the Trust and the Portfolio’s identity and address to any financial intermediary through which or with which financial instruments are traded or cleared.

The Subadviser is authorized to terminate all such master and related agreements and other documentation with respect to a Portfolio when it determines it is in the best interest of the Portfolio to do so, and it is authorized to exercise all default and other rights of the Portfolio against the other party(ies) to such agreements in accordance with its fiduciary duties and the best interest of the Portfolio. Upon termination of this Agreement, the Subadviser agrees to remove the Portfolio(s) as parties to such master and related agreements and to consult with the Adviser regarding close-out or novation of positions under such agreements and retention of accounts or transfer of such accounts, which the Adviser shall determine in its sole discretion. If instructed by the Adviser to do so, the Subadviser shall close out open positions and transfer financial instruments in accordance with the Adviser’s instructions.

6. Proxy Voting. Subject to the prior approval by the Board of Trustees of the Trust and upon thirty (30) days’ written notice to the Subadviser (or such lesser or longer notice as is

acceptable to the Subadviser), the Adviser reserves the right to delegate to the Subadviser responsibility for exercising voting rights for all or a specified portion of the securities held by a Portfolio. To the extent so delegated, the Subadviser will exercise voting rights with respect to securities held by a Portfolio in accordance with its own written proxy voting policies and procedures, subject to such reasonable reporting and other requirements as may be mutually agreed upon by the parties. To the extent the Adviser retains the responsibility for voting proxies, the Subadviser agrees to provide input on certain proxy voting matters or proposals as may be reasonably requested by the Adviser.

7. Certain Records. The Subadviser hereby undertakes and agrees to maintain, in the form and for the period required by Rule 31a-2 under the Act, all records relating to the investments of the Portfolio(s) that are required to be maintained by the Trust pursuant to the requirements of Rule 31a-1 of the Act. Any records required to be maintained and preserved pursuant to the provisions of Rule 31a-1 and Rule 31a-2 promulgated under the Act which are prepared or maintained by the Subadviser on behalf of the Trust are the property of the Trust and will be surrendered promptly to the Trust or the Adviser on request.

9. Indemnification. The Adviser agrees to indemnify and hold harmless the Subadviser and its affiliates and each of its directors and officers and each person, if any, who controls the Subadviser within the meaning of Section 15 of the 1933 Act against any and all losses, claims, damages, liabilities or litigation (including legal and other expenses), to which the Subadviser or its affiliates or such directors, officers or controlling person may become subject under the 1933 Act, under any other statute, at common law or otherwise, which may be based upon any wrongful act or breach of this Agreement by the Adviser; provided, however, that in no case is the Adviser’s indemnity in favor of any person deemed to protect such person against any liability to which such person would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of his, her or its duties or by reasons of his, her or its reckless disregard of obligations and duties under this Agreement.

The Subadviser agrees to indemnify and hold harmless the Adviser and its affiliates and each of its directors and officers and each person, if any, who controls the Adviser within the meaning of Section 15 of the 1933 Act against any and all losses, claims, damages, liabilities or litigation (including legal and other expenses), to which the Adviser or

its affiliates or such directors, officers or controlling person may become subject under the 1933 Act, under other statutes, at common law or otherwise, which may be based upon (i) any wrongful act or breach of this Agreement by the Subadviser, or (ii) any failure by the Subadviser to comply with the representations and warranties set forth in Section 1 of this Agreement; provided, however, that in no case is the Subadviser’s indemnity in favor of any person deemed to protect such other persons against any liability to which such person would otherwise be subject by reasons of willful misfeasance, bad faith, or gross negligence in the performance of his, her or its duties or by reason of his, her or its reckless disregard of obligation and duties under this Agreement.

With respect to each Portfolio, this Agreement may be terminated at any time, without payment of a penalty by the Portfolio or the Trust, by vote of a majority of the Trustees, or by vote of a majority of the outstanding voting securities (as defined in the Act) of the Portfolio, voting separately from any other series of the Trust, or by the Adviser, on not less than thirty (30) nor more than sixty (60) days’ written notice to the Subadviser. With respect to each Portfolio, this Agreement may be terminated by the Subadviser at any time, without the payment of any penalty, on ninety (90) days’ written notice to the Adviser and the Trust; provided, however, that this Agreement may not be terminated by the Subadviser unless another subadvisory agreement has been approved by the Trust in accordance with the Act, or after six months’ written notice, whichever is earlier. The termination of this Agreement with respect to a Portfolio or the addition of a Portfolio to Schedule A hereto (in the manner required by the Act) shall not affect the continued effectiveness of this Agreement with respect to each other Portfolio subject hereto. This Agreement shall automatically terminate in the event of its assignment (as defined by the Act).

This Agreement will also terminate in the event that the Advisory Agreement by and between the Trust and the Adviser is terminated.

11. Severability. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby.

12. Amendments. This Agreement may be amended by mutual consent in writing, but the consent of the Trust must be obtained in conformity with the requirements of the Act.

13. Governing Law. This Agreement shall be construed in accordance with the laws of the State of New York and the applicable provisions of the Act. To the extent the applicable

laws of the State of New York, or any of the provisions herein, conflict with the applicable provisions of the Act, the latter shall control.

14. Personal Liability. The Declaration of the Trust establishing the Trust (the “Declaration”), is on file in the office of the Secretary of the Commonwealth of Massachusetts, and, in accordance with that Declaration, no Trustee, shareholder, officer, employee or agent of the Trust shall be held to any personal liability, nor shall resort be had to their private property for satisfaction of any obligation or claim or otherwise in connection with the affairs of the Trust, but the “Trust Property,” as defined in the Declaration, only shall be liable.

15. Separate Series. Pursuant to the provisions of the Declaration, each portfolio is a separate series of the Trust, and all debts, liabilities, obligations and expenses of a particular portfolio shall be enforceable only against the assets of that portfolio and not against the assets of any other portfolio or of the Trust as a whole.

16. Confidentiality. (a) Each party will receive and hold any records or other information obtained pursuant to this Agreement (“confidential information”) in confidence, and acknowledges, represents, and warrants that it will use its reasonable best efforts to protect the confidentiality of this information. Each party agrees that, without the prior written consent of the other party, it will not use, copy, or divulge to third parties (other than such party’s respective Representatives (as defined below)) or otherwise use, except in accordance with the terms of this Agreement, any confidential information obtained from or through the other party in connection with this Agreement other than as reasonably necessary in the course of a Portfolio’s business, including, but not limited to, as may be requested by broker-dealers or third party firms conducting due diligence on the Portfolio; provided that such recipients must agree to protect the confidentiality of such confidential information and use such information only for the purposes of providing services to the Portfolio; provided, further, however, this covenant shall not apply to information which: (i) has been made publicly available by the other party or is otherwise in the public domain through no fault of the disclosing party; (ii) is within the legitimate possession of the disclosing party prior to its disclosure by such party and without any obligation of confidence; (iii) is lawfully received by the disclosing party from a third party when, to the best of such party’s knowledge and belief, such third party was not restricted from disclosing the information to such party; (iv) is independently developed by the disclosing party through persons who have not had access to, or knowledge of, the confidential information; or (v) is approved in writing for disclosure by the other party prior to its disclosure.

tapes, it being understood that any such surviving confidential information shall remain subject to the limitations of this Section 16.

(e) For purposes of this Agreement, “Representatives” with respect to a party means such party’s representatives, directors, officers, investment and advisory committee members, employees, fund participants, rating agencies, professional advisers (including lawyers, accountants and investment bankers), affiliates or agents of such party who have a need to know confidential information. A party shall be responsible for enforcing compliance with this Agreement by its Representatives, if and to the extent such party has disclosed confidential information to any of them. The terms of this Section 16 are in addition to the terms of any other agreements between the parties or their affiliates.

(g) The Adviser and the Trust each understand, acknowledge, and agree that the Portfolio is managed by the Subadviser using investment models which are used by the

Subadviser and its affiliates to manage other accounts (specifically including, but not limited to, other registered investment companies), that such other accounts may have portfolio holdings that are substantially similar or identical to those of the Portfolio, and that the use of portfolio holdings information related to such other accounts is not subject to the restrictions of this Agreement or the Portfolio’s policies and procedures related to the disclosure of portfolio holdings.

17. Delegation. In rendering the services required under this Agreement, the Subadviser may, consistent with applicable law and regulations, from time to time employ, delegate or associate with itself such affiliated or unaffiliated person or persons as it believes necessary to assist it in carrying out its obligations under this Agreement, provided, however, that any such delegation shall not involve any such person serving as an “investment adviser” to the Portfolio within the meaning of the Act. The Subadviser shall remain liable to the Adviser for the performance of the Subadviser’s obligations hereunder and for the acts and omissions of such other person, and the Adviser shall not be responsible for any fees that such person may charge to the Subadviser for such services.

18. Notices. All notices required or permitted to be given under this Agreement shall be in writing, shall specifically refer to this Agreement, and shall be addressed to the appropriate party at the address specified below, or such other address as may be specified by such party in writing in accordance with this Section, and shall be deemed to have been properly given when delivered or mailed by electronic mail, by U.S. certified or registered mail, return receipt requested, postage prepaid, or by reputable courier service.

The Adviser consents to the delivery of a Portfolio’s account statements, reports and other communications related to the services provided under this Agreement (collectively,


Subadviser:		Invesco Advisers, Inc.
		11 Greenway Plaza, Suite 1000
		Houston, Texas 77046
		Attention: General Counsel
		Email address: tpsarequests@invesco.com

Adviser:		SunAmerica Asset Management, LLC
		30 Hudson Street, 16th Floor
		Jersey City, NJ 07302
		Attention: General Counsel
		Email address: SAAMCoLegal@corebridgefinancial.com

SUBADVISORY AGREEMENT

This SUBADVISORY AGREEMENT (“Agreement”) is dated as of January 1, 2026, by and between SUNAMERICA ASSET MANAGEMENT, LLC, a Delaware limited liability company (the “Adviser”), and JANUS HENDERSON INVESTORS US LLC, a Delaware limited liability company (the “Subadviser”).

WITNESSETH:

NOW, THEREFORE, it is hereby agreed between the parties hereto as follows:

the Subadviser from time to time, and in compliance with (a) the objectives, policies, restrictions and limitations for the Portfolio(s) as set forth in the Trust’s current prospectus and statement of additional information (together, the “Registration Statement”), as provided by the Adviser to the Subadviser; and (b) applicable laws and regulations.

The Subadviser will assist the Portfolio(s) and its agents in determining whether prices obtained by the applicable Portfolio(s) and its agents for valuation purposes accurately reflect the prices on the Subadviser’s portfolio records relating to the assets of the Portfolio for which the Subadviser has responsibility at such times as the Adviser shall reasonably request; provided, however, that the parties acknowledge that the Subadviser is not the pricing or fund accounting agent for the Portfolio(s).

The Adviser acknowledges that the Subadviser and its delegates do not hold client money and/or custody assets.

The Adviser acknowledges that the Subadviser makes no representation or warranty, express or implied, that any level of performance or investment results will be achieved by the Portfolio(s) or that a Portfolio will perform comparably with any standard or index, including other clients of the Subadviser, whether public or private. The Subadviser shall not be deemed to have breached this Agreement or any investment restrictions or policies applicable to a Portfolio in connection with fluctuations arising from market movements and other events outside the control of the Subadviser.

applicable brokerage commission, dealer spread or futures commission merchant rate), the size of the order, the nature of the market for the security or other investment, the timing of the transaction, the reputation, experience and financial stability of the broker-dealer or futures commission merchant involved, the quality of the service, the difficulty of execution, the execution capabilities and operational facilities of the firm involved, and, in the case of securities, the firm’s risk in positioning a block of securities. Subject to such policies as the Trustees may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), the Subadviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of the Subadviser’s having caused a Portfolio to pay a member of an exchange, broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another member of an exchange, broker or dealer would have charged for effecting that transaction, if the Subadviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such member of an exchange, broker or dealer viewed in terms of either that particular transaction or the Subadviser’s overall responsibilities with respect to such Portfolio and to other clients as to which the Subadviser exercises investment discretion. In accordance with Section 11(a) of the 1934 Act and Rule 11a2-2(T) thereunder, and subject to any other applicable laws and regulations including Section 17(e) of the Act and Rule 17e-1 thereunder, the Subadviser may engage its affiliates, the Adviser and its affiliates or any other subadviser to the Trust and its respective affiliates, as broker-dealers or futures commission merchants to effect portfolio transactions in securities and other investments for a Portfolio. The Subadviser will promptly communicate to the Adviser and to the officers and the Trustees of the Trust such information relating to portfolio transactions as they may reasonably request. To the extent consistent with applicable law, the Subadviser may aggregate purchase or sell orders for the Portfolio(s) with contemporaneous purchase or sell orders of other clients of the Subadviser or its affiliated persons. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Subadviser in the manner the Subadviser determines to be equitable and consistent with its and its affiliates’ fiduciary obligations to the Portfolio and to such other clients. The Adviser hereby acknowledges that such aggregation of orders may not result in more favorable pricing or lower brokerage commissions in all instances.

Agreement, including, but not limited to, executing as agent, on behalf of the Portfolio(s), master and related agreements and other documents to establish, operate and conduct all brokerage, collateral or other trading accounts, and executing as agent, on behalf of the Portfolio(s), such agreements and other documentation as may be required for the purchase or sale, assignment, transfer and ownership of any permitted investment, including repurchase and derivative master agreements, including any schedules and annexes to such agreements, releases, consents, elections and confirmations. The Subadviser also is hereby authorized to instruct a Portfolio’s custodian with respect to any collateral management activities in connection with any derivatives transactions and to enter into standard industry protocol arrangements (including those published by ISDA). The Subadviser is also authorized to provide evidence of its authority to enter into such master and related agreements, including by delivering a copy of this provision. The Adviser acknowledges and understands that it will be bound by any such trading accounts established, and agreements and other documentation executed, by the Subadviser for such investment purposes and agrees to provide the Subadviser with tax information, governing documents, legal opinions and other information concerning the Portfolio(s) as may be reasonably necessary to complete such agreements and other documentation. The Subadviser is required to provide the Adviser with copies of the applicable agreements and documentation promptly upon written request and to notify the Adviser of any claims by counterparties or financial intermediaries that a Portfolio has triggered an early termination or default provision or otherwise is out of compliance with the terms of the applicable agreement or that the counterparty is excused from performing under the agreement. The Subadviser is hereby authorized, to the extent required by regulatory agencies or market practice, to reveal the Trust and the Portfolio’s identity and address to any financial intermediary through which or with which financial instruments are traded or cleared.

The Subadviser agrees to furnish to the Adviser and/or the Chief Compliance Officer of the Trust and/or the Adviser (the “CCO”) with such information, certifications and reports as such persons may reasonably deem appropriate or may request from the Subadviser regarding the Subadviser’s compliance with applicable law, including: (i) Rule 206(4)-7 of the Advisers Act; (ii) the Federal Securities Laws, as defined in Rule 38a-1 under the Act; (iii) the Commodity Exchange Act of 1936, as amended; and (iv) any and all other laws, rules and regulations, whether foreign or domestic, in each case, applicable at any time to the operations of the Subadviser with respect to the provision of its services under this Agreement. The Subadviser shall make its officers and employees (including its Chief Compliance Officer) who are responsible for the Portfolio available, upon reasonable notice to the Subadviser, to the Adviser and/or the CCO from time to time to examine and review the Subadviser’s compliance program and adherence thereto.

Adviser retains the responsibility for voting proxies, the Subadviser agrees to provide input on certain proxy voting matters or proposals as may be reasonably requested by the Adviser. In addition, the Adviser will instruct the custodian and other parties providing services to the Trust promptly to forward to the proxy voting service copies of all proxies and shareholder communications relating to securities held by each Portfolio (other than materials relating to legal proceedings).

The Subadviser agrees that all accounts, books and other records maintained and preserved by it, and related to the Portfolio(s), as required hereby shall be subject at any time, and from time to time, to such reasonable periodic, special and other examinations by the SEC, the Trust’s auditors, the Trust or any representative of the Trust, the Adviser, or any governmental agency or other instrumentality having regulatory authority over the Trust.

9. Liability of the Adviser and the Subadviser.

Adviser) or to the Trust (and its officers, directors/trustees, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Trust) for any act or omission in the course of, or connected with, rendering services hereunder, including without limitation, any error of judgment or mistake of law or for any loss suffered by any of them in connection with the matters to which this Agreement relates. Except for such disabling conduct, the Adviser shall indemnify the Subadviser (and its officers, directors, partners, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Subadviser) from any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising from Subadviser’s rendering of services under this Agreement.

(c) If the Adviser, the Trust, or the Subadviser, their affiliates, or any officer, director, employee, or agent of any of the foregoing, is entitled to indemnification as stated in (a) or (b) above (“Indemnified Party”) in respect of a claim to be made against any person obligated to provide indemnification under this Section (“Indemnifying Party”), such Indemnified Party shall notify the Indemnifying Party in writing as soon as practicable after receipt of the summons, notice or other first legal process or notice giving information on the nature of such claim; provided that the failure to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability under this Section, except to the extent that such Indemnifying Party is damaged as a result of the failure to give such notice. The Indemnifying Party, upon the request of the Indemnified Party, shall retain counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party in the proceeding that relates to the indemnifiable claim, and shall pay the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (1) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel, or (2) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation by both parties by the same counsel would be

inappropriate due to actual or potential differing interests between them. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent, which consent shall not be unreasonably withheld, but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment.

This Agreement will terminate in the event that the Advisory Agreement by and between the Trust and the Adviser is terminated.

11. Severability. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby.

12. Amendments. This Agreement may be amended by mutual consent in writing, but the consent of the Trust must be obtained in conformity with the requirements of the Act.

14. Legal Matters. The Subadviser will not take any action or render advice involving legal action on behalf of the Trust with respect to securities or other investments

held in a Portfolio or the issuers thereof, which become the subject of legal notices or proceedings, including securities class actions and bankruptcies.

17. Confidentiality. (a) Each party will receive and hold any non-public records or other information obtained pursuant to this Agreement (“confidential information”) in the strictest confidence, and acknowledges, represents, and warrants that it will use commercially reasonable efforts to protect the confidentiality of this information. Each party agrees that, without the prior written consent of the other party, it will not use, copy, or divulge to third parties (other than such party’s respective Representatives (as defined below)) or otherwise use, except in accordance with the terms of this Agreement, any confidential information obtained from or through the other party in connection with this Agreement other than as reasonably necessary in the course of a Portfolio’s business or in connection with a party carrying out its obligations under the Agreement, including, but not limited to, as may be requested by broker-dealers or third party firms conducting due diligence on the Portfolio; provided that the receiving party shall notify each such person of the confidential nature of the confidential information, and remain liable at all times for the acts or omissions, by such person as it relates to the confidential information and use such information only for the purposes of providing services to the Portfolio; provided, further, however, this covenant shall not apply to information which: (i) has been made publicly available by the other party or is otherwise in the public domain through no fault of the disclosing party; (ii) is within the legitimate possession of the disclosing party prior to its disclosure by such party and without any obligation of confidence; (iii) is lawfully received by the disclosing party from a third party when, to disclosing party’s actual knowledge and belief, such third party was not restricted from disclosing the information to such party; (iv) is independently developed by the disclosing party through persons who have not had access to, or knowledge of, the confidential information; or (v) is approved in writing for disclosure by the other party prior to its disclosure.

(e) For purposes of this Agreement, “Representatives” with respect to a party means such party’s representatives, directors, officers, investment and advisory committee members, employees, professional advisers (including lawyers, accountants and investment bankers) consultants, affiliates or agents of such party who have a need to know confidential information. A party shall be responsible for enforcing compliance with this Agreement by its Representatives, if and to the extent such party has disclosed confidential information to any of them. The terms of this Section 17 are in addition to the terms of any other agreements between the parties or their affiliates.

18. Representations. By execution of this Agreement, Subadviser represents that it is duly registered as an investment adviser with the SEC pursuant to the Advisers Act, it is not prohibited by the Act or the Advisers Act from performing the services contemplated by this Agreement, has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Act, and that it has electronically provided to the Adviser Part 2A of its registration on Form ADV prior to signing this Agreement.

The Subadviser makes no representation or warranty, express or implied, that any level of performance or investment results will be achieved by a Portfolio (or portion thereof) or that a Portfolio will perform comparably with any benchmark, standard or index, including other clients of the Subadviser.

19. Notices. All notices required or permitted to be given under this Agreement shall be in writing, shall specifically refer to this Agreement, and shall be addressed to the appropriate party at the address specified below, or such other address as may be specified by such party in writing in accordance with this Section, and shall be deemed to have been properly given when delivered or mailed by U.S. certified or registered mail, return receipt requested, postage prepaid, or by reputable courier service.


Subadviser:
		Janus Henderson Investors US LLC
		151 Detroit Street
		Denver, CO 80206
		Attention: General Counsel

Adviser:		SunAmerica Asset Management, LLC
		30 Hudson Street, 16th Floor
		Jersey City, NJ 07302
		Attention: General Counsel
		Email address: SAAMCoLegal@corebridgefinancial.com

SUBADVISORY AGREEMENT

This SUBADVISORY AGREEMENT (“Agreement”) is dated as of January 1, 2026, by and between SUNAMERICA ASSET MANAGEMENT, LLC, a Delaware limited liability company (the “Adviser”), and J.P. MORGAN INVESTMENT MANAGEMENT INC., a Delaware corporation (the “Subadviser”).

WITNESSETH:

WHEREAS, the Trust is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company and may issue unlimited shares of beneficial interest in separately designated portfolio(s) representing separate funds with their own investment objectives, policies and purposes; and

WHEREAS, the Subadviser is engaged in the business of rendering investment advisory services and is registered as an investment adviser under the Investment Advisers Act of 1940, as amended; and

NOW, THEREFORE, it is hereby agreed between the parties hereto as follows:

1. Duties of the Subadviser. The Adviser hereby engages the services of the Subadviser in furtherance of the Advisory Agreement with the Trust. Pursuant to this Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of the assets of each Portfolio. The Subadviser will determine, in its discretion without prior consultation with the Adviser, the securities and other investments to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser or the Trust is required to maintain, and will render regular reports to the Adviser and to officers and Trustees of the Trust concerning its discharge of the foregoing responsibilities. The Subadviser, as agent and attorney-in-fact of the Trust, may, when it deems appropriate and without prior consultation with the Adviser, (a) buy, sell, exchange, convert and otherwise trade in any stocks, bonds and other investments including money market instruments, whether the issuer is organized in the United States or outside the

United States, (b) place orders for the execution of such securities transactions with or through such brokers, dealers or issuers as the Subadviser may select and (c) purchase, sell, exchange or convert foreign currency in the spot or forward markets as necessary to facilitate transactions in international securities for the Portfolio(s). The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Trustees of the Trust and in compliance with such policies as the Trustees of the Trust may from time to time establish and communicate to the Subadviser, and in compliance with (a) the objectives, policies, restrictions and limitations for the Portfolio(s) as set forth in the Trust’s current prospectus and statement of additional information (together, the “Registration Statement”); and (b) applicable laws and regulations. For purposes of this Agreement, the term (“Portfolio(s)”) shall mean all or a portion of a Portfolio’s assets as may be allocated by the Adviser to the Subadviser from time to time.

The Subadviser represents and warrants to the Adviser that it will manage the assets of the Portfolio in compliance with all applicable federal and state laws, including securities, commodities and banking laws, governing its operations and investments. Without limiting the foregoing, the Subadviser represents and warrants that it will manage each Portfolio in compliance with (a) the applicable provisions of Subchapter M, chapter 1 of the Internal Revenue Code of 1986, as amended (the “Code”) (“Subchapter M”) for each Portfolio to be treated as a “regulated investment company” under Subchapter M; (b) the diversification requirements specified in the Internal Revenue Service’s regulations under Section 817(h) of the Code; (c) the provisions of the 1940 Act and rules adopted thereunder; (d) applicable state insurance laws that the Adviser notifies the Subadviser are applicable to the investment management of the Portfolio(s); (e) the objectives, policies, restrictions and limitations for the Portfolio(s) as set forth in the Trust’s current Registration Statement as most recently provided by the Adviser to the Subadviser; and (f) the policies and procedures as adopted by the Trustees of the Trust and communicated to the Subadviser. The Subadviser shall furnish information to the Adviser, as requested, for purposes of compliance with the distribution requirements necessary to avoid payment of any excise tax pursuant to Section 4982 of the Code.

Commission (“SEC”) thereunder (the “1933 Act”) and the 1940 Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.

Upon reasonable request from the Adviser, the Subadviser (through a qualified person) will reasonably assist the Adviser in valuing securities of a Portfolio as may be required from time to time; however, the Adviser acknowledges that the Subadviser is not the pricing or fund accounting agent for the Portfolio(s) and that the Adviser shall assume responsibility for all valuation decisions.

Subadviser is registered with the National Futures Association as a commodity trading advisor. However, Subadviser will provide commodity trading advice to each Portfolio as if Subadviser were exempt from registration as a commodity trading advisor. The Adviser represents and warrants that it is excluded from the definition of commodity pool operator pursuant to CFTC Regulation 4.5 with respect to each Portfolio, and that Adviser has timely filed a notice of eligibility as required by CFTC Regulation 4.5 with respect to each Portfolio, and will, during the term of this Agreement, reaffirm such notice of eligibility as required by CFTC Regulation 4.5. Subadviser acknowledges that the Portfolio(s) are relying on CFTC Regulation 4.5 and shall manage the Portfolio(s) in a manner consistent with the representations contained in their respective notices of eligibility on file with the National Futures Association.

2. Custody of Assets. The Subadviser shall have no responsibility with respect to the collection of income, physical acquisition or the safekeeping of the assets of the Portfolio. All such duties of collection, physical acquisition and safekeeping shall be the sole obligation of the Portfolio’s custodian. The Trust and Adviser shall have full responsibility for the payment of all taxes due on capital or income held or collected for the Portfolio and the filing of any returns in connection therewith or otherwise required by law. The Trust and Adviser shall direct the Portfolio’s custodian to comply with all investment instructions given by Subadviser with respect to the Portfolio. The Portfolio’s custodian shall provide the Subadviser with daily reports regarding the cash levels in the Portfolio. The Trust and Adviser shall provide Subadviser with reasonable advance notice of any subsequent changes in the Portfolio’s custodian.

3. Portfolio Transactions. (a) The Subadviser is responsible for decisions to buy or sell securities and other investments for the assets of each Portfolio, the selection of broker-dealers and futures commission merchants to execute portfolio transactions, and the negotiation of brokerage commission and futures commission merchants’ rates. As a general matter, in executing portfolio transactions, the Subadviser may employ or deal with such broker-dealers or futures commission merchants as may, in the Subadviser’s best judgment, provide prompt and reliable execution of the transactions at favorable prices and reasonable commission rates. In selecting such broker-dealers or futures commission merchants, the Subadviser shall consider all relevant factors including price (including the applicable brokerage commission, dealer spread or futures commission merchant rate), the size of the order, the nature of the market for the security or other investment, the timing of the transaction, the reputation, experience and financial stability of the broker-dealer or futures commission merchant involved, the quality of the service, the difficulty of execution, the execution capabilities and operational facilities of the firm involved, and, in the case of securities, the firm’s risk in positioning a block of securities. Subject to such policies as the Trustees may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), the Subadviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of the Subadviser’s having caused a Portfolio to pay a member of an exchange, broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another member of an exchange, broker or dealer would have charged for effecting that transaction, if the Subadviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such member of an exchange, broker or dealer viewed in terms of either that particular transaction or the Subadviser’s overall responsibilities with respect to such Portfolio and to other clients as to which the Subadviser exercises investment discretion. In accordance with Section 11(a) of the 1934 Act and Rule 11a2-2(T) thereunder, and subject to any other applicable laws and regulations including Section 17(e) of the 1940 Act and Rule 17e-1 thereunder, the Subadviser may engage its affiliates, the Adviser and its affiliates or any other subadviser to the Trust and its respective affiliates, as broker-dealers or futures commission merchants to effect portfolio transactions in securities and other investments for a Portfolio. The Subadviser will promptly communicate to the Adviser and to the officers and the Trustees of the Trust such information relating to portfolio transactions as they may reasonably request. To the extent consistent with applicable law, the Subadviser may aggregate purchase or sell orders for the Portfolio with contemporaneous purchase or sell orders of other clients of the Subadviser or its affiliated persons. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Subadviser in the manner the Subadviser determines to be equitable and consistent with its and its affiliates’ fiduciary obligations to the Portfolio and to such other clients. The Adviser hereby acknowledges that such aggregation of orders may not result in more favorable pricing or lower brokerage commissions in all instances.

(b) Notwithstanding Section 3(a) above, for such purposes as obtaining investment research products and services, covering fees and expenses, the Adviser may request the

Subadviser to effect a specific percentage of a Portfolio’s transactions in securities and other investments to certain broker-dealers and futures commission merchants. In designating the use of a particular broker-dealer or futures commission merchant, the Adviser and Subadviser acknowledge:

(1)

All brokerage transactions are subject to best execution. As such, Subadviser will use its best efforts to direct non-risk commission transactions to a particular broker-dealer or futures commission merchant designated by the Adviser provided that the Subadviser obtains best execution;

(2)

(3)

(4)

Subadviser does not make commitments to allocate fixed or definite amounts of commissions to brokers.

The Adviser acknowledges that the Subadviser may be unable to fulfill the Adviser’s request for direction for a number of reasons, including but not limited to, those stated above.

releases, consents, elections and confirmations. The Subadviser also is hereby authorized to instruct a Portfolio’s custodian with respect to any collateral management activities in connection with any derivatives transactions and to enter into standard industry protocol arrangements (including those published by ISDA). The Subadviser is also authorized to provide evidence of its authority to enter into such master and related agreements, including by delivering a copy of this provision. The Adviser acknowledges and understands: (i) that the Subadviser will rely on representations, warranties and covenants made by the Adviser when entering into such agreements and when entering into derivatives transactions on behalf of the Portfolio(s); and (ii) that it will be bound by any such trading accounts established, and agreements and other documentation executed, by the Subadviser for such investment purposes and agrees to provide the Subadviser with tax information, governing documents, representations, warranties and covenants, legal opinions and other information concerning the Portfolio(s) as may be reasonably necessary to complete such agreements and other documentation. The Subadviser is required to provide the Adviser with copies of the applicable agreements and documentation promptly upon request and to notify the Adviser of any claims by counterparties or financial intermediaries that a Portfolio has triggered an early termination or default provision or otherwise is out of compliance with the terms of the applicable agreement or that the counterparty is excused from performing under the agreement. The Subadviser is hereby authorized, to the extent required by regulatory agencies or market practice, to reveal the Trust and the Portfolio’s identity and address to any financial intermediary through which or with which financial instruments are traded or cleared.

Subadviser a fee at the annual rates set forth in Schedule A hereto with respect to the assets managed by the Subadviser for each Portfolio listed thereon. Such fee shall be accrued daily and paid monthly as soon as practicable after the end of each month. If the Subadviser shall provide its services under this Agreement for less than the whole of any month, the foregoing compensation shall be prorated.

5. Other Services. At the request of the Trust or the Adviser, the Subadviser in its discretion may make available to the Trust, office facilities, equipment, personnel and other services in order to facilitate meetings or other similar functions. Such office facilities, equipment, personnel and services shall be provided for or rendered by the Subadviser and billed to the Trust or the Adviser at the Subadviser’s cost.

6. Reports. The Trust, the Adviser and the Subadviser agree to furnish to each other, if applicable, current prospectuses, statements of additional information, proxy statements, reports of shareholders, certified copies of their financial statements, and such other information with regard to their affairs and that of the Trust as each may reasonably request.

7. Status of the Subadviser. The services of the Subadviser to the Adviser and the Trust are not to be deemed exclusive, and the Subadviser shall be free to render similar services to others, including other investment companies and accounts following the same investment strategy as the Portfolio. The Subadviser shall be deemed to be an independent contractor and shall, unless otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust.

8. Advertising. Subadviser shall not provide or in any way distribute any sales or advertising materials, whether or not related to the Trust, to any employee or representative of AIG Capital Services, Inc. (“ACS”) or its affiliates, including wholesaling personnel, unless such material has been received and approved, in writing, by the Adviser.

9. Proxy Voting. Subject to the prior approval by the Board of Trustees of the Trust and upon thirty (30) days’ written notice to the Subadviser (or such lesser or longer notice as is acceptable to the Subadviser), the Adviser reserves the right to delegate to the Subadviser responsibility for exercising voting rights for all of the securities held by the Subadviser’s allocated portion of the Portfolio. To the extent so delegated, the Subadviser will exercise voting rights with respect to securities held by a Portfolio in accordance with the Subadviser’s written proxy voting policies and procedures, subject to the Subadviser’s receipt of all necessary voting materials and to such reasonable reporting and other requirements as shall be established by the Adviser. Under these circumstances, the Adviser agrees to instruct the Portfolio(s) custodian to forward all proxy materials and related shareholder communications to the designee provided by the Subadviser promptly upon receipt. The Subadviser shall not be liable with regard to voting of proxies if the proxy materials and related communications are not received in a timely manner. To the extent the Adviser retains the responsibility for voting proxies, the Subadviser agrees to provide input on certain proxy voting matters or proposals as may be reasonably requested by the Adviser.

10. Certain Records. The Subadviser hereby undertakes and agrees to maintain, in the form and for the period required by Rule 31a-2 under the 1940 Act, all records relating to the investments of the Portfolio(s) that are required to be maintained by the Trust pursuant to the requirements of Rule 31a-1 of the 1940 Act. Any records required to be maintained and preserved pursuant to the provisions of Rule 31a-1 and Rule 31a-2 promulgated under the 1940 Act which are prepared or maintained by the Subadviser on behalf of the Trust are the property of the Trust and will be surrendered promptly to the Trust or the Adviser on request; provided, however, that the Subadviser may retain copies of any records to the extent required for it to comply with applicable laws. The Subadviser further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the records relating to its activities hereunder required to be maintained by Rule 31a-1 under the 1940 Act. Notwithstanding the foregoing, Subadviser has no responsibility for the maintenance of the records of the Trust, except for those related to the Portfolio(s).

11. Reference to the Subadviser. It is understood that “J.P. Morgan Investment Management Inc.” or “JPMorgan” or any derivative names or logos associated with such name are the valuable property of the Subadviser or some other JPMorgan entity, that the Trust has the right to include JPMorgan as a part of the name of the series of the Trust managed by the Subadviser only so long as this Agreement shall continue, and that the Subadviser does, in fact, consent to the use of JPMorgan as a part of the name of the series of the Trust identified herein. To the best of Subadviser’s knowledge the inclusion of “JPMorgan” in the name of the series of the Trust identified herein does not: (i) infringe the title or any patent, copyright, trade secret, trademark, service mark, or other proprietary right of any third party; or (ii) violate the terms of any agreement or other instrument to which Subadviser or any of its affiliates is a party.

None of the Trust, the Portfolio or the Adviser or any affiliate or agent thereof shall make reference to or use the name or logo of the Subadviser or any of its affiliates in any advertising or promotional materials without the prior approval of the Subadviser, prior to first use, which approval shall not be unreasonably withheld. Additionally, if substantive changes are made to such materials thereafter, the Portfolio shall furnish to the Subadviser the updated material for approval prior to first use, which approval shall not be unreasonably withheld. Upon the termination of this Agreement, none of the Trust, the Portfolio or the Adviser or any affiliate or agent thereof shall make reference to or use the name or logo of the Subadviser or any of its affiliates in any advertising or promotional materials. Notwithstanding the above, for so long as the Subadviser serves as subadviser to the Portfolio, the Trust, the Portfolio and the Adviser may use the name “J.P. Morgan Investment Management Inc.” or “JPMorgan” in the Registration Statement, shareholder reports, and other filings with the SEC, or after the Subadviser ceases to serve as subadviser, if such usage is for the purpose of meeting a

disclosure obligation under laws, rules, regulations, statutes and codes, whether state or federal, without the Subadviser’s prior consent.

12. Liability of the Subadviser. (a) In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties (“disabling conduct”) hereunder on the part of the Subadviser (and its officers, directors/trustees, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Subadviser) the Subadviser shall not be subject to liability to the Adviser (and its officers, directors/trustees, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Adviser) or to the Trust (and its officers, directors/trustees, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Trust) for any act or omission in the course of, or connected with, rendering services hereunder, including without limitation, any error of judgment or mistake of law or for any loss suffered by any of them in connection with the matters to which this Agreement relates, except to the extent specified in Section 36(b) of the 1940 Act concerning loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services. The Adviser shall indemnify the Subadviser (and its officers, directors, partners, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Subadviser) from any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) (“Losses”) arising from the Subadviser’s rendering of services under this Agreement except for Losses resulting from the Subadviser’s disabling conduct.

(b) The Subadviser does not guarantee the future performance of the Portfolio or any specific level of performance, the success of any investment decision or strategy that Subadviser may use, or the success of Subadviser’s overall management of the Portfolio. The Trust and Adviser understand that investment decisions made for the Portfolio by the Subadviser are subject to various market, currency, economic, political and business risks, and that those investment decisions will not always be profitable. Subadviser will manage only the assets of the Portfolio allocated to its management by the Adviser and in making investment decisions for the Portfolio.

(c) The Subadviser agrees to indemnify and hold harmless the Adviser (and its officers, directors/trustees, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Adviser) and/or the Trust (and its officers, directors/trustees, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Trust) against any and all Losses to which the Adviser and/or the Trust and their affiliates or such directors/trustees, officers or controlling person may become subject under the 1940 Act, the 1933 Act, under other statutes, common law or otherwise, which arise from the Subadviser’s disabling conduct, including but not limited to any material failure by the Subadviser to comply with the diversification requirements specified in the Internal Revenue Service’s regulations under Section 817(h) of the Code; provided, however, that in no case is the Subadviser’s indemnity in favor of any person deemed to protect such other persons against any liability to which such person would otherwise be subject by reasons of willful misfeasance, bad faith, or gross negligence in the performance of his, her or its duties

or by reason of his, her or its reckless disregard of obligations and duties under this Agreement.

13. Permissible Interests. Trustees and agents of the Trust are or may be interested in the Subadviser (or any successor thereof) as directors/trustees, partners, officers, or shareholders, or otherwise; directors/trustees, partners, officers, agents, and shareholders of the Subadviser are or may be interested in the Trust as trustees, or otherwise; and the Subadviser (or any successor) is or may be interested in the Trust in some manner.

14. Term of the Agreement. This Agreement shall continue in full force and effect with respect to each Portfolio until two years from the date hereof, and from year to year thereafter so long as such continuance is specifically approved at least annually (i) by the vote of a majority of those Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio voting separately from any other series of the Trust.

With respect to each Portfolio, this Agreement may be terminated at any time, without payment of a penalty by the Portfolio or the Trust, by vote of a majority of the Trustees, or by vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Portfolio, voting separately from any other series of the Trust, or by the Adviser, on not less than 30 nor more than 60 days’ written notice to the Subadviser. With respect to each Portfolio, this Agreement may be terminated by the Subadviser at any time, without the payment of any penalty, on 90 days’ written notice to the Adviser and the Trust; provided, however, that this Agreement may not be terminated by the Subadviser unless another subadvisory agreement has been approved by the Trust in accordance with the 1940 Act, or after six months’ written notice, whichever is earlier. The termination of this Agreement with respect to any Portfolio or the addition of any Portfolio to Schedule A hereto (in the manner required by the 1940 Act) shall not affect the continued effectiveness of this Agreement with respect to each other Portfolio subject hereto. This Agreement shall automatically terminate in the event of its assignment (as defined by the 1940 Act).

This Agreement will also terminate in the event that the Advisory Agreement by and between the Trust and the Adviser is terminated.

15. Severability. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby.

16. Amendments. This Agreement may be amended by mutual consent in writing, but the consent of the Trust must be obtained in conformity with the requirements of the 1940 Act.

17. Governing Law. This Agreement shall be construed in accordance with the laws of the State of New York and the applicable provisions of the 1940 Act. To the extent the applicable laws of the State of New York, or any of the provisions herein, conflict with the applicable provisions of the 1940 Act, the latter shall control.

18. Personal Liability. The Declaration of the Trust establishing the Trust (the “Declaration”), is on file in the office of the Secretary of the Commonwealth of Massachusetts, and, in accordance with that Declaration, no Trustee, shareholder, officer, employee or agent of the Trust shall be held to any personal liability, nor shall resort be had to their private property for satisfaction of any obligation or claim or otherwise in connection with the affairs of the Trust, but the “Trust Property,” as defined in the Declaration, only shall be liable.

19. Separate Series. Pursuant to the provisions of the Declaration, each Portfolio is a separate series of the Trust, and all debts, liabilities, obligations and expenses of a particular Portfolio shall be enforceable only against the assets of that Portfolio and not against the assets of any other Portfolio or of the Trust as a whole.

20. Confidentiality. (a) Each party will receive and hold any records or other information obtained pursuant to this Agreement (“confidential information”) in the strictest confidence, and acknowledges, represents, and warrants that it will use its reasonable best efforts to protect the confidentiality of this information. Each party agrees that, without the prior written consent of the other party, it will not use, copy, or divulge to third parties (other than such party’s respective Representatives (as defined below)) or otherwise use, except in accordance with the terms of this Agreement, any confidential information obtained from or through the other party in connection with this Agreement other than as reasonably necessary in the course of a Portfolio’s business, including, but not limited to, as may be requested by broker-dealers or third party firms conducting due diligence on the Portfolio; provided that such recipients must agree to protect the confidentiality of such confidential information and use such information only for the purposes of providing services to the Portfolio; provided, further, however, this covenant shall not apply to information which: (i) has been made publicly available by the other party or is otherwise in the public domain through no fault of the disclosing party; (ii) is within the legitimate possession of the disclosing party prior to its disclosure by such party and without any obligation of confidence; (iii) is lawfully received by the disclosing party from a third party when, to the best of such party’s knowledge and belief, such third party was not restricted from disclosing the information to such party; (iv) is independently developed by the disclosing party through persons who have not had access to, or knowledge of, the confidential information; or (v) is approved in writing for disclosure by the other party prior to its disclosure. For the avoidance of doubt, notwithstanding anything in this Section 20, the Subadviser is permitted to disclose Portfolio(s) information in accordance with Section 23 of this Agreement.

whom permitted disclosure has been made) (i) may retain a copy of the confidential information as is required for regulatory purposes or to comply with internal policy or laws relating to document retention and (ii) shall not be required to return, delete, or destroy any confidential information as resides on its electronic systems, including email and back-up tapes, it being understood that any such surviving confidential information shall remain subject to the limitations of this Section 20.

(e) For purposes of this Agreement, “Representatives” with respect to a party means such party’s representatives, directors, officers, investment and advisory committee members, employees, fund participants, rating agencies, professional advisers (including lawyers, accountants and investment bankers), affiliates or agents of such party who have a need to know confidential information (including employees, agents and representatives of an affiliate or third party to whom Subadviser has delegated certain responsibilities under Section 23 below). A party shall be responsible for enforcing compliance with this Agreement by its Representatives, if and to the extent such party has disclosed confidential information to any of them. The terms of this Section 20 are in addition to the terms of any other agreements between the parties or their affiliates.

21. Confidential Treatment. It is understood that any information or recommendation supplied by, or produced by, Subadviser in connection with the performance of its obligations hereunder is to be regarded by the Trust and the Adviser as confidential and for use only by the Adviser and the Trust. Furthermore, except as required by law (including, but not limited to semi-annual, annual or other filings made under the 1940 Act) or as agreed to by the Adviser and Subadviser, the Adviser and Trust will not disclose, in any manner whatsoever except as expressly authorized in this Agreement, any list of securities held by the Portfolio(s) for a period of at least 30 days after month end, except that the Portfolio’s top 10 holdings may be disclosed 16 days after month end. In addition, the Adviser may disclose, earlier than 30 days after month end, a list of the securities held by the Portfolio(s) to certain third parties who have entered into a confidentiality agreement with the Trust.

22. Adviser Representations. The Adviser represents and warrants to Subadviser that: (i) the Adviser have full power and authority to appoint Subadviser to manage the Portfolio in accordance with the terms of this Agreement, (ii) this Agreement is valid and has been duly authorized, does not violate any obligation by which the Adviser is bound, and when so executed and delivered, will be binding upon the Adviser in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally and general principles of equity (and the Adviser agrees to provide Subadviser with evidence of such authority as may be reasonably requested by Subadviser).

23. Delegation to Third Parties. Subadviser may employ an affiliate or a third party to perform any accounting, administrative, reporting and ancillary services required to enable Subadviser to perform its functions under this Agreement. Notwithstanding any other provision of the Agreement, Subadviser may provide information about the Portfolio to any such affiliate or other third party for the purpose of providing the services contemplated under this clause. Subadviser will act in good faith in the selection, use and monitoring of affiliates and other third parties, and any delegation or appointment hereunder shall not relieve Subadviser of any of its obligations under this Agreement.

24. Trade Settlement at Termination. Termination will be without prejudice to the completion of any transaction already initiated. On, or after, the effective date of termination, the Subadviser shall be entitled, without prior notice to the Adviser or the Portfolio, to direct the Portfolio’s custodian to retain and/or realize any assets of the Portfolio as may be required to settle transactions already initiated, and to pay any outstanding liabilities of the Subadviser with respect to such transaction. Following the date of effective termination, any new transactions will only be executed by mutual agreement between the Adviser and the Subadviser.

25. Force Majeure. Neither party to this Agreement shall be liable for damages resulting from delayed or defective performance when such delays arise out of causes beyond

the control and without the fault or negligence of the offending party. Such causes may include, but are not restricted to, Acts of God or of the public enemy, terrorism, acts of the State in its sovereign capacity, fires, floods, earthquakes, power failure, disabling strikes, epidemics, quarantine restrictions, and freight embargoes.

26. Customer Identification Program. To help the government fight the funding of terrorism and money laundering activities, Subadviser has adopted a Customer Identification Program, (“CIP”) pursuant to which Subadviser is required to obtain, verify and maintain records of certain information relating to its clients. In order to facilitate Subadviser’s compliance with its CIP, Adviser and Trust hereby represent and warrant that (i) Portfolio’s taxpayer identification number or other government issued identification number is reflected on Schedule A; (ii) all documents provided to Subadviser are true and accurate as of the date hereof; and (iii) Adviser agrees to provide to Subadviser such other information and documents that Subadviser requests in order to comply with Subadviser’s CIP.

27. Notices. All notices required or permitted to be given under this Agreement shall be in writing, shall specifically refer to this Agreement, and shall be addressed to the appropriate party at the address specified below, or such other address as may be specified by such party in writing in accordance with this Section, and shall be deemed to have been properly given when delivered or mailed by electronic mail, by U.S. certified or registered mail, return receipt requested, postage prepaid, or by reputable courier service.


Subadviser:		J.P. Morgan Investment Management Inc.
		277 Park Avenue
		New York, NY 10036
		Attention: danielle.azua@jpmorgan.com

Adviser:		SunAmerica Asset Management, LLC
		30 Hudson Street, 16th Floor
		Jersey City, NJ 07302
		Attention: General Counsel
		Email address: SAAMCoLegal@corebridgefinancial.com

SCHEDULE A

Effective January 1, 2026:


Portfolio(s)	Annual Rate (as a percentage of the daily net assets the Subadviser manages in the Portfolio)

SA JPMorgan Diversified Balanced Portfolio		Omitted
(Tax ID No. 95-4572884)

SA JPMorgan Emerging Markets Portfolio		Omitted
(Tax ID No. 95-4628600)

SA JPMorgan Equity-Income Portfolio		Omitted
(Tax ID No. 13-7002446)

SA JPMorgan Large Cap Core Portfolio		Omitted
(Tax ID No. 95-4572891)

SA JPMorgan MFS Core Bond Portfolio		Omitted
(Tax ID No. 22-6640287)

SA JPMorgan Mid-Cap Growth Portfolio		Omitted
(Tax ID No. 95-4734552)

SA JPMorgan Ultra-Short Bond Portfolio		Omitted
(Tax ID No. 13-7002445)

SUBADVISORY AGREEMENT

This SUBADVISORY AGREEMENT (“Agreement”) is dated as of January 1, 2026, by and between SUNAMERICA ASSET MANAGEMENT, LLC, a Delaware limited liability company (the “Adviser”), and MASSACHUSETTS FINANCIAL SERVICES COMPANY, a Delaware corporation (the “Subadviser”).

WITNESSETH:

WHEREAS, the Subadviser is engaged in the business of rendering investment advisory services and is registered as an investment adviser under the Investment Advisers Act of 1940, as amended; and

NOW, THEREFORE, it is hereby agreed between the parties hereto as follows:

1. Duties of the Subadviser. The Adviser hereby engages the services of the Subadviser in furtherance of the Advisory Agreement with the Trust. Pursuant to this Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of the assets of each Portfolio listed on Schedule A attached hereto. The Subadviser will determine, in its discretion and subject to the oversight and review of the Adviser, the securities to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser or the Trust is required to maintain under provisions of the Act, and will render regular quarterly reports to the Adviser and to officers and Trustees of the Trust concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Trustees of the Trust and in compliance with such policies as the Trustees of the Trust may from time to time establish, and subject to the last paragraph of this Section, in

compliance with (a) the objectives, policies, and limitations for the Portfolio(s) set forth in the Trust’s current prospectus and statement of additional information (together, the “Registration Statement”), and (b) applicable laws and regulations. For purposes of this Agreement, the term “Portfolio” shall mean all or a portion of a Portfolio’s assets as may be allocated by the Adviser to the Subadviser from time to time.

Subject to the last paragraph of this Section, the Subadviser represents and warrants to the Adviser that each of the Portfolios set forth in Schedule A will be operated and managed (1) in compliance with all applicable federal and state securities laws governing its operations and investments; and (2) so as not to jeopardize the treatment of the variable annuity contracts which invest in the Portfolio(s) (hereinafter “Contracts”) as annuity contracts for purposes of the Internal Revenue Code of 1986, as amended (the “Code. Without limiting the foregoing, and subject to the last paragraph of this Section, the Subadviser represents and warrants (1) to manage each Portfolio so as to be treated as a “regulated investment company” under Subchapter M, chapter 1 of the Code, and (2) compliance with (a) the provisions of the Act and rules adopted thereunder; (b) the diversification requirements specified in the Internal Revenue Service’s regulations under Section 817(h) of the Code; and (c) applicable federal and state securities laws. The Subadviser further represents and warrants that to the extent that any statements or omissions made in any Registration Statement for the Contracts or shares of the Trust, or any amendment or supplement thereto, are made in direct reliance upon and in direct conformity with specific information furnished by the Subadviser expressly for use therein (“Furnished Information”), such Registration Statement and any amendments or supplements thereto will, with respect to the Furnished Information, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Securities and Exchange Commission (“SEC”) thereunder (the “1933 Act”) and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. Further, any statements or omissions in any Registration Statement for the Contracts or shares of the Trust, or any amendment or supplement thereto, which are made based upon Furnished Information and which have been provided to Subadviser for its review, shall be deemed acknowledged and approved by Subadviser, unless Subadviser provides Adviser with written indication to the contrary within 5 business days of its receipt of the Registration Statement, amendment or supplement for review.

Subadviser is registered with the National Futures Association as a commodity trading advisor. However, Subadviser will provide commodity trading advice to each Portfolio as if Subadviser were exempt from registration as a commodity trading advisor. The Adviser represents and warrants that it is excluded from the definition of commodity pool operator pursuant to Commodity Futures Trading Commission (“CFTC”) Regulation 4.5 with respect to each Portfolio, and that Adviser has timely filed a notice of eligibility as required by CFTC Regulation 4.5 with respect to each Portfolio, and will, during the term of this Agreement, reaffirm such notice of eligibility as required by CFTC Regulation 4.5. Subadviser acknowledges that the Portfolio(s) are relying on CFTC Regulation 4.5 and shall manage the Portfolio(s) in a manner consistent with the requirements of CFTC Regulation 4.5(c)(2)(iii)(A) or CFTC Regulation 4.5(c)(2)(iii)(B).

The Adviser acknowledges that the Subadviser is not the compliance agent for any Portfolio or for the Trust or the Adviser, and does not have access to all of each Portfolio’s books and records necessary to perform certain compliance testing. To the extent that the Subadviser has agreed to perform the services specified in this Section in accordance with the Trust’s registration statement, the Trust’s Agreement and Declaration of Trust and By-Laws, the Trust’s Prospectus and any policies adopted by the Trust’s Board of Trustees (the “Board”) applicable to the Portfolio(s) (collectively, the “Charter Requirements”), and in accordance with applicable law (including Subchapters M and L of the Code, the Act and the Advisers Act (“Applicable Law”)), the Subadviser shall perform such services based upon its books and records with respect to each Portfolio, which comprise a portion of each Portfolio’s books and records, and upon information and written instructions received from the Adviser or the Trust’s administrator, and shall not be held responsible under this Agreement so long as it performs such services in accordance with this Agreement, the Charter Requirements and Applicable Law based upon such books and records and such information and instructions provided by the Adviser or the Trust’s administrator. The Adviser shall promptly provide the Subadviser with copies of the Trust’s registration statement, the Trust’s Agreement and Declaration of Trust and By-Laws, the Trust’s currently effective Prospectus and any written policies or procedures adopted by the Board applicable to the Portfolio and any amendments or revisions thereto.

2. Portfolio Transactions. The Subadviser is responsible for decisions to buy or sell securities and other investments for the assets of each Portfolio, broker-dealers and futures commission merchants selection, and negotiation of brokerage commission and futures commission merchants rates. As a general matter, in executing portfolio transactions, the Subadviser may employ or deal with such broker-dealers or futures commission merchants as may, in the Subadviser’s best judgment, provide prompt and reliable execution of the

transactions at favorable prices and reasonable commission rates. In selecting such broker-dealers or futures commission merchants, the Subadviser shall consider all relevant factors including price (including the applicable brokerage commission, dealer spread or futures commission merchant rate), the size of the order, the nature of the market for the security or other investment, the timing of the transaction, the reputation, experience and financial stability of the broker-dealer or futures commission merchant involved, the quality of the service, the difficulty of execution, the execution capabilities and operational facilities of the firm involved, and, in the case of securities, the firm’s risk in positioning a block of securities. Subject to such policies as the Trustees may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), the Subadviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of the Subadviser’s having caused a Portfolio to pay a member of an exchange, broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another member of an exchange, broker or dealer would have charged for effecting that transaction, if the Subadviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such member of an exchange, broker or dealer viewed in terms of either that particular transaction or the Subadviser’s overall responsibilities with respect to such Portfolio and to other clients as to which the Subadviser exercises investment discretion. In accordance with Section 11(a) of the 1934 Act and Rule 11a2-2(T) thereunder, and subject to any other applicable laws and regulations including Section 17(e) of the Act and Rule 17e-1 thereunder, the Subadviser may engage its affiliates, the Adviser and its affiliates or any other subadviser to the Trust and its respective affiliates, as broker-dealers or futures commission merchants to effect portfolio transactions in securities and other investments for a Portfolio. The Subadviser will promptly communicate to the Adviser and to the officers and the Trustees of the Trust such information relating to portfolio transactions as they may reasonably request.

connection with any derivatives transactions and to enter into standard industry protocol arrangements (including those published by ISDA). The Subadviser is also authorized to provide evidence of its authority to enter into such master and related agreements, including by delivering a copy of this provision. The Adviser acknowledges and understands that it will be bound by any such trading accounts established, and agreements and other documentation executed, by the Subadviser for such investment purposes and agrees to provide the Subadviser with tax information, governing documents, legal opinions and other information concerning the Portfolio(s) as may be reasonably necessary to complete such agreements and other documentation. The Subadviser is required to provide the Adviser with copies of the applicable agreements and documentation promptly upon request and to notify the Adviser of any claims by counterparties or financial intermediaries that a Portfolio has triggered an early termination or default provision or otherwise is out of compliance with the terms of the applicable agreement or that the counterparty is excused from performing under the agreement. The Subadviser is hereby authorized, to the extent required by regulatory agencies or market practice, to reveal the Trust and the Portfolio’s identity and address to any financial intermediary through which or with which financial instruments are traded or cleared. In furtherance of the foregoing, the parties acknowledge and agree that the Derivatives Authorization, Terms and Conditions previously executed by the Adviser and attached hereto as Schedule B, shall be incorporated into and form a part of this Agreement.

The Subadviser is authorized to terminate all such master and related agreements and other documentation with respect to a Portfolio when it determines it is in the best interest of the Portfolio to do so, and it is authorized to exercise all default and other rights of the Portfolio against the other party(ies) to such agreements in accordance with its fiduciary duties and the best interest of the Portfolio. Upon termination of this Agreement, the Subadviser agrees to remove the Portfolio(s) as parties to such agreements and to reasonably consult with the Adviser regarding close-out, novation or continuation of positions under the agreements and retention of accounts or transfer of such accounts, which the Adviser shall determine in its sole discretion. If instructed by the Adviser to do so, the Subadviser shall close out open positions and transfer financial instruments in accordance with the Adviser’s instructions.

and paid monthly as soon as practicable after the end of each month. If the Subadviser shall provide its services under this Agreement for less than the whole of any month, the foregoing compensation shall be prorated.

5. Reports. The Trust, the Adviser and the Subadviser agree to furnish to each other, if applicable, current prospectuses, statements of additional information, proxy statements, reports of shareholders, certified copies of their financial statements, and such other information with regard to their affairs and that of the Trust as each may reasonably request. The Adviser further agrees to provide a list of entities with which the Subadviser is restricted from engaging in transactions on behalf of the Portfolio(s) as such list may be amended from time to time, including, without limitation, a list of all publicly traded affiliates of the Adviser or the Portfolio(s) that may not be purchased by the Portfolio(s) (such list shall include security name, cusip number, sedol and/or applicable ticker) and a list of brokers or dealers that are affiliated persons of the Adviser or the Portfolio(s).

7. Proxy Voting. Subject to the prior approval by the Board of Trustees of the Trust and upon thirty (30) days’ written notice to the Subadviser (or such lesser or longer notice as is acceptable to the Subadviser), the Adviser reserves the right to delegate to the Subadviser responsibility for exercising voting rights for all or a specified portion of the securities held by a Portfolio. To the extent so delegated, the Subadviser will exercise voting rights with respect to securities held by a Portfolio in accordance with the Subadviser’s written proxy voting policies and procedures, subject to such reasonable reporting and other requirements as shall be established by the Adviser in consultation with the Subadviser. To the extent the Adviser retains the responsibility for voting proxies, the Subadviser agrees to provide input on certain proxy voting matters or proposals as may be reasonably requested by the Adviser.

8. Certain Records. The Subadviser hereby undertakes and agrees to maintain, in the form and for the period required by Rule 31a-2 under the Act, all records relating to the investments of the Portfolio(s) in connection with the provision of services hereunder that are required to be maintained by the Trust pursuant to the requirements of Rule 31a-1 of the Act. Any such records which are prepared or maintained by the Subadviser on behalf of the Trust are the property of the Trust and will be surrendered promptly to the Trust or the Adviser on request; provided that the Subadviser may retain copies of these records.

The Subadviser agrees that all accounts, books and other records maintained and preserved by it as required hereby shall be subject at any time, and from time to time, to such reasonable periodic, special and other examinations by the SEC, the Trust’s auditors, the Trust or any representative of the Trust, the Adviser, or any governmental agency or other instrumentality having regulatory authority over the Trust. Each party to this Agreement agrees to cooperate with each other party and with appropriate authorities having the requisite jurisdiction (including, but not limited to, the SEC and state insurance regulators) in connection with any investigation or inquiry relating to this Agreement or the Trust. This Agreement to cooperate does not restrict either party’s right to assert that information requested is privileged or confidential.

the Subadviser or its affiliates. Trademark User agrees to update the Subadviser Trademarks within 30 days of its receipt of new or revised Subadviser Trademarks from the Subadviser. Notwithstanding the foregoing, the Subadviser may revoke the right for Trademark User to use Subadviser Trademarks at any time upon notice to Trademark User. Trademark User represents, warrants and covenants that it shall not use any Subadviser Trademarks in any manner that would be detrimental to the Subadviser’s business. Additionally, if changes are made to such materials thereafter, the Portfolio shall furnish to the Subadviser the updated material for approval prior to first use, which approval shall not be unreasonably withheld. Upon the termination of this Agreement, none of the Trademark Users thereof shall make reference to or use the name or logo of the Subadviser or any of its affiliates in any form, including but not limited to advertising or promotional materials and shall purge all references and occasions of use of the Subadviser Trademarks from its website and other materials. Notwithstanding the above, for so long as the Subadviser serves as subadviser to the Portfolio, the Trust, the Portfolio and the Adviser may use the name “MFS” in the Registration Statement, shareholder reports, and other filings with the SEC, or after the Subadviser ceases to serve as subadviser, if such usage is for the purpose of meeting a disclosure obligation under laws, rules, regulations, statutes and codes, whether state or federal, without the Subadviser’s prior consent.

10. Standard of Care and Indemnification.

(a) In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties (“disabling conduct”) hereunder on the part of the Subadviser (and its officers, directors, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Subadviser) the Subadviser shall not be subject to liability to the Trust or to any shareholder of the Trust for any act or omission in the course of, or connected with, rendering services hereunder, including without limitation, any error of judgment or mistake of law or for any loss suffered by any of them in connection with the matters to which this Agreement relates, except to the extent specified in Section 36(b) of the Act concerning loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services. Except for such disabling conduct, the Adviser shall indemnify and hold harmless the Subadviser (and its officers, directors, partners, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Subadviser) from any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising from the Subadviser’s conduct under this Agreement. Subadviser hereby agrees to indemnify, defend and protect Adviser (and its officers, directors, partners, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Adviser) and hold Adviser harmless, from and against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising out of Subadviser’s disabling conduct.

(b) In no case is any indemnity provided in this Agreement in favor of any person deemed to protect such other persons against any liability to which such person would otherwise be subject by reasons of willful misfeasance, bad faith, or gross negligence in the performance of his, her or its duties or by reason of his, her or its reckless disregard of obligations and duties under this Agreement.

(c) Any person seeking indemnification hereunder shall furnish the indemnifying party with (i) prompt notice of any claim, suit or action and (ii) full information and all reasonable assistance necessary to defend such claim. The indemnifying party shall have full authority to control the defense and settlement of any such action with counsel of its own selection; and the indemnified party shall not have any right to indemnification hereunder for any settlement entered into by the indemnified party without the indemnifying party’s prior written consent.

With respect to each Portfolio, this Agreement may be terminated at any time, without payment of a penalty by the Portfolio or the Trust, by vote of a majority of the Trustees, or by vote of a majority of the outstanding voting securities (as defined in the Act) of the Portfolio, voting separately from any other series of the Trust, or by the Adviser, on not less than 30 nor more than 60 days written notice to the Subadviser. With respect to each Portfolio, this Agreement may be terminated by the Subadviser at any time, without the payment of any penalty, on 90 days written notice to the Adviser and the Trust; provided, however, that this Agreement may not be terminated by the Subadviser unless another subadvisory agreement has been approved by the Trust in accordance with the Act, or after six months written notice, whichever is earlier. In the event of such a termination, the Adviser will use its best efforts, and cause the Trust to use its best efforts, to engage another subadviser for the portfolio as soon as possible. Notwithstanding the foregoing, the Subadviser may terminate the Agreement on 60 days written notice to the Adviser and the Trust, in the event of a breach of this Agreement by the Adviser. The termination of this Agreement with respect to any Portfolio or the addition of any Portfolio to Schedule A hereto (in the manner required by the Act) shall not affect the continued effectiveness of this Agreement with respect to each other Portfolio subject hereto. This Agreement shall automatically terminate in the event of its assignment (as defined by the Act). This Agreement will also automatically terminate in the event that the Advisory Agreement by and between the Trust and the Adviser is terminated.

13. Severability. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby.

14. Amendments. This Agreement may be amended by mutual consent in writing, but the consent of the Trust must be obtained in conformity with the requirements of the Act.

15. Governing Law. This Agreement shall be construed in accordance with the laws of the State of New York and the applicable provisions of the Act. To the extent the applicable laws of the State of New York or any of the provisions herein, conflict with the applicable provisions of the Act, the latter shall control.

16. Legal Matters. The Subadviser shall not be responsible for taking any action on behalf of the Portfolio(s) in connection with any claim or potential claim in any bankruptcy proceedings, class action securities litigation, or other litigation or proceeding affecting securities held at any time in the Portfolio(s) (the “Litigation”) including, without limitation, to file proofs of claim or other documents related to the Litigation or to investigate, initiate, supervise, or monitor the Litigation. In the event that a party to this Agreement is a party to such Litigation and the other party is served third-party discovery requests or other legal requests in connection with such Litigation, such other party shall select its own legal counsel and bear its own legal costs and other costs in connection with responding to such requests; provided, however, that the party to Litigation shall reasonably cooperate to attempt to minimize the litigation-related burden on the other party. In no event will any party to this Agreement be liable hereunder for any indirect, incidental, consequential, special, speculative or punitive losses, damages, costs or expenses, including loss of opportunity, loss of goodwill or reputation.

such recipients must agree to protect the confidentiality of such confidential information and use such information only for the purposes of providing services to the Portfolio; provided, further, however, this covenant shall not apply to information which: (i) has been made publicly available by the other party or is otherwise in the public domain through no fault of the disclosing party; (ii) is within the legitimate possession of the disclosing party prior to its disclosure by such party and without any obligation of confidence; (iii) is lawfully received by the disclosing party from a third party when, to the best of such party’s knowledge and belief, such third party was not restricted from disclosing the information to such party; (iv) is independently developed by the disclosing party through persons who have not had access to, or knowledge of, the confidential information; or (v) is approved in writing for disclosure by the other party prior to its disclosure.

party’s expense) with such other party in seeking to obtain a protective order either precluding such disclosure or requiring that the confidential information so disclosed be maintained as confidential or used only for the purposes related to the action, investigation or proceeding).

(e) For purposes of this Agreement, “Representatives” with respect to a party means such party’s representatives, directors, officers, investment and advisory committee members, employees, fund participants, rating agencies, professional advisers (including lawyers, accountants and investment bankers), affiliates or agents of such party who have a need to know confidential information. A party shall be responsible for enforcing compliance with this Agreement by its Representatives, if and to the extent such party has disclosed confidential information to any of them. The terms of this Section 19 are in addition to the terms of any other agreements between the parties or their affiliates.


Subadviser:		Massachusetts Financial Services Company
		111 Huntington Avenue
		Boston, MA 02199
		Attention: General Counsel
		Email address: InstitutionalClientService@mfs.com

Adviser:		SunAmerica Asset Management, LLC
		30 Hudson Street, 16th Floor
		Jersey City, NJ 07302
		Attention: General Counsel
		Email address: SAAMCoLegal@corebridgefinancial.com

SUBADVISORY AGREEMENT

This SUBADVISORY AGREEMENT (“Agreement”) is dated as of January 1, 2026, by and between SUNAMERICA ASSET MANAGEMENT, LLC, a Delaware limited liability company (the “Adviser”), and MORGAN STANLEY INVESTMENT MANAGEMENT INC., a Delaware corporation (the “Subadviser”).

WITNESSETH:

WHEREAS, the Subadviser is engaged in the business of rendering investment advisory services and is registered as an investment adviser under the Investment Advisers Act of 1940, as amended; and

NOW, THEREFORE, it is hereby agreed between the parties hereto as follows:

1. Duties of the Subadviser. The Adviser hereby engages the services of the Subadviser in furtherance of the Advisory Agreement. Pursuant to this Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of the assets of each Portfolio listed on Schedule A attached hereto. The Subadviser will determine in its discretion and subject to the oversight and review of the Adviser, the securities to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser or the Trust is required to maintain, and will render regular reports to the Adviser and to officers and Trustees of the Trust concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Trustees of the Trust and in compliance with such policies as the Trustees of the Trust may from time to time establish, and in compliance with the objectives, policies, and limitations for the Portfolio(s) set forth in the Trust’s current prospectus and statement of additional information (together, the “Registration Statement”), and applicable laws and regulations.

2. Portfolio Transactions. The Subadviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities and is directed to use its best efforts to obtain the best price and execution. In selecting such broker or dealers, the Subadviser shall consider all relevant factors, including price (including the applicable brokerage commission or dealer spread), the size of the order, the nature of the market for the security or other investment, the timing of the transaction, the reputation, experience and financial stability of the broker or dealer involved, the quality of the service, the difficulty of execution, the execution capabilities and operations facilities of the firm involved, and the firm’s risk in positioning a block of securities. Subject to such policies as the Trustees may

or market practice, to reveal the Trust and the Portfolio’s identity and address to any financial intermediary through which or with which financial instruments are traded or cleared.

4. Reports. The Adviser and the Subadviser agree to furnish to each other, if applicable, current prospectuses, statements of additional information, proxy statements, reports of shareholders, certified copies of their financial statements, and such other information with regard to their affairs and that of the Trust as each may reasonably request.

5. Status of the Subadviser. The services of the Subadviser to the Adviser and the Trust are not to be deemed exclusive, and the Subadviser shall be free to render similar services to others so long as its services to the Trust are not impaired thereby. The Subadviser shall be deemed to be an independent contractor and shall, unless otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust.

6. Proxy Voting. Subject to the prior approval by the Board of Trustees of the Trust and upon thirty (30) days’ written notice to the Subadviser (or such lesser or longer notice as

is acceptable to the Subadviser), the Adviser reserves the right to delegate to the Subadviser responsibility for exercising voting rights for all or a specified portion of the securities held by a Portfolio. To the extent so delegated, the Subadviser will exercise voting rights with respect to securities held by a Portfolio in accordance with written proxy voting policies and procedures mutually agreed upon by the parties. To the extent the Adviser retains the responsibility for voting proxies, the Subadviser agrees to provide input on certain proxy voting matters or proposals as may be reasonably requested by the Adviser.

7. Certain Records. The Subadviser hereby undertakes and agrees to maintain, in the form and for the period required by Rule 31a-2 under the Act, all records relating to the investments of the Portfolio(s) that are required to be maintained by the Trust pursuant to the requirements of Rule 31a-1 of the Act. Any records required to be maintained and preserved pursuant to the provisions of Rule 31a-1 and Rule 31a-2 promulgated under the Act which are prepared or maintained by the Subadviser on behalf of the Trust are the property of the Trust and will be surrendered promptly to the Trust or the Adviser on request.

1933 Act, under other statutes, at common law or otherwise, which may be based upon (i) any wrongful act or breach of this Agreement by the Subadviser, or (ii) any failure by the Subadviser to comply with the representations and warranties set forth in Section 1 of this Agreement; provided, however, that in no case is the Subadviser’s indemnity in favor of any person deemed to protect such other persons against any liability to which such person would otherwise be subject by reasons of willful misfeasance, bad faith, or gross negligence in the performance of his, her or its duties or by reason of his, her or its reckless disregard of obligation and duties under this Agreement.

With respect to each Portfolio, this Agreement may be terminated at any time, without payment of a penalty by the Portfolio or the Trust, by vote of a majority of the Trustees, or by vote of a majority of the outstanding voting securities (as defined in the Act) of the Portfolio, voting separately from any other series of the Trust, or by the Adviser, on not less than thirty (30) nor more than sixty (60) days’ written notice to the Subadviser. With respect to each Portfolio, this Agreement may be terminated by the Subadviser at any time, without the payment of any penalty, on ninety (90) days’ written notice to the Adviser and the Trust; provided, however, that this Agreement may not be terminated by the Subadviser unless another subadvisory agreement has been approved by the Trust in accordance with the Act, or after six months’ written notice, whichever is earlier. The termination of this Agreement with respect to a Portfolio or the addition of a Portfolio to Schedule A hereto (in the manner required by the Act) shall not affect the continued effectiveness of this Agreement with respect to each other Portfolio subject hereto. This Agreement shall automatically terminate in the event of its assignment (as defined by the Act).

This Agreement will also terminate in the event that the Advisory Agreement by and between the Trust and the Adviser is terminated.

11. Severability. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby.

12. Amendments. This Agreement may be amended by mutual consent in writing, but the consent of the Trust must be obtained in conformity with the requirements of the Act.

15. Separate Series. Pursuant to the provisions of the Declaration, each Portfolio is a separate series of the Trust, and all debts, liabilities, obligations and expenses of a particular Portfolio shall be enforceable only against the assets of that Portfolio and not against the assets of any other Portfolio or of the Trust as a whole.

16. Confidentiality. (a) Each party will receive and hold any records or other information obtained pursuant to this Agreement (“confidential information”) in the strictest confidence, and acknowledges, represents, and warrants that it will use its reasonable best efforts to protect the confidentiality of this information. Each party agrees that, without the prior written consent of the other party, it will not use, copy, or divulge to third parties (other than such party’s respective Representatives (as defined below)) or otherwise use, except in accordance with the terms of this Agreement, any confidential information obtained from or through the other party in connection with this Agreement other than as reasonably necessary in the course of a Portfolio’s business, including, but not limited to, as may be requested by broker-dealers or third party firms conducting due diligence on the Portfolio; provided, however, this covenant shall not apply to information which: (i) has been made publicly available by the other party or is otherwise in the public domain through no fault of the disclosing party; (ii) is within the legitimate possession of the disclosing party prior to its disclosure by such party and without any obligation of confidence; (iii) is lawfully received by the disclosing party from a third party when, to the best of such party’s knowledge and belief, such third party was not restricted from disclosing the information to such party; (iv) is independently developed by the disclosing party through persons who have not had access to, or knowledge of, the confidential information; or (v) is approved in writing for disclosure by the other party prior to its disclosure.

(c) To the extent that any confidential information may include materials subject to the attorney-client privilege, work product doctrine or any other applicable privilege

(e) For purposes of this Agreement, “Representatives” with respect to a party means such party’s representatives, directors, officers, investment and advisory committee members, employees, fund participants, rating agencies, professional advisers (including lawyers, accountants and investment bankers), affiliates or agents of such party who have a need to know confidential information. A party shall be responsible for enforcing compliance with this Agreement by its Representatives, if and to the extent such party has disclosed confidential information to any of them. The terms of this Section 16 are in addition to the terms of any other agreements between the parties or their affiliates.

17. Notices. All notices required or permitted to be given under this Agreement shall be in writing, shall specifically refer to this Agreement, and shall be addressed to the appropriate party at the address specified below, or such other address as may be specified by such party in writing in accordance with this Section, and shall be deemed to have been properly given when delivered or mailed by electronic mail, by U.S. certified or registered mail, return receipt requested, postage prepaid, or by reputable courier service.


Subadviser:		Morgan Stanley Investment Management Inc.
		1585 Broadway, 31^st Floor
		New York, NY 10036
		Attention: Shawn Bartels
		Email address: FundGovernance@morganstanley.com

		With a copy to:
		Morgan Stanley Investment Management Inc.
		1633 Broadway
		New York, NY 10019
		Attention: MSIM Americas General Counsel

Adviser:		SunAmerica Asset Management, LLC
		30 Hudson Street, 16th Floor
		Jersey City, NJ 07302
		Attention: General Counsel
		Email address: SAAMCoLegal@corebridgefinancial.com

18. Delegation. The Subadviser may delegate any of its duties and obligations hereunder to any affiliated person, as such term is defined in the Act, that is eligible to serve as an investment adviser to an investment company registered under the Act on such terms and conditions as it deems necessary or appropriate, provided that (i) the Adviser and the Board consent to any such delegation and to the terms and conditions thereof, (ii) such delegation is pursuant to a written contract which provides for its automatic termination in the event this Agreement is terminated for any reason, and (iii) such delegation is permitted by and in conformity with the Act. The Subadviser shall be liable to the Adviser for any loss or damage arising out of, in connection with or related to the actions, or omissions to act, of any delegee utilized hereunder as if such delegee were a party hereto. The Subadviser shall provide written notice to the Adviser when portfolio management duties are delegated to or withdrawn from a delegee, and the Subadviser shall be solely responsible for compensating any delegee for services rendered. The Sub-Sub-advisory Agreement, or other contract entered into pursuant to this Section, may not be amended without the written consent of the Adviser, and neither the Adviser nor the Trust may be held responsible, or otherwise liable for, the payment of any amount due or which may become due, pursuant to the terms thereof.

SCHEDULE A

Effective January 1, 2026

The following rate shall be in effect for so long as the Portfolio’s net assets are less than $150 million:


Portfolio(s)		Annual Rate (as a percentage of the average daily net assets the Subadviser manages in the Portfolio)

SA Morgan Stanley International Equities Portfolio		Omitted

The following rate shall be in effect for so long as the Portfolio’s net assets equal or exceed $150 million:


Portfolio(s)		Annual Rate (as a percentage of the average daily net assets the Subadviser manages in the Portfolio)

SA Morgan Stanley International Equities Portfolio		Omitted

SUBADVISORY AGREEMENT

This SUBADVISORY AGREEMENT (“Agreement”) is dated as of January 1, 2026, by and between SUNAMERICA ASSET MANAGEMENT, LLC, a Delaware limited liability company (the “Adviser”), and PACIFIC INVESTMENT MANAGEMENT COMPANY LLC, a Delaware limited liability company (the “Subadviser”).

WITNESSETH:

WHEREAS, the Adviser desires to retain the Subadviser to furnish investment advisory services to the investment portfolio(s) of the Trust listed on Schedule A attached hereto (the “Portfolio(s)”), and the Subadviser is willing to furnish such services;

NOW, THEREFORE, it is hereby agreed between the parties hereto as follows:

1. Duties of the Subadviser. The Adviser hereby engages the services of the Subadviser in furtherance of the Advisory Agreement with the Trust. Pursuant to this Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of the assets of each Portfolio. The Subadviser will determine, in its discretion and subject to the oversight and review of the Adviser, the securities and other investments to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser or the Trust is required to maintain, and will render regular reports to the Adviser and to officers and Trustees of the Trust concerning its discharge of the foregoing responsibilities. The Subadviser, as agent and attorney-in-fact of the Trust, may, when it deems appropriate and without prior consultation with the Adviser, (a) buy, sell, exchange, convert and otherwise trade in any stocks, bonds and other securities including money market instruments, whether the issuer is organized in the United States or

outside the United States, (b) place orders for the execution of such securities transactions with or through such brokers, dealers or issuers as the Subadviser may select and (c) purchase, sell, exchange or convert foreign currency in the spot or forward markets as necessary to facilitate transactions in international securities for the Portfolio(s). In addition, the custodian shall provide the Subadviser with daily reports regarding the cash levels in the Portfolio. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Trustees of the Trust and in compliance with such policies as the Trustees of the Trust may from time to time establish, and in compliance with (a) the objectives, policies, restrictions and limitations for the Portfolio(s) as set forth in the Trust’s current prospectus and statement of additional information (together, the “Registration Statement”); and (b) applicable laws and regulations.

The Subadviser represents and warrants to the Adviser that the Subadviser will manage each Portfolio in compliance with all applicable federal and state laws, including securities, commodities and banking laws, governing its operations and investments. Without limiting the foregoing, the Subadviser represents and warrants that it will manage each Portfolio in compliance with (a) the applicable provisions of Subchapter M, chapter 1 of the Internal Revenue Code of 1986, as amended (“Subchapter M”) (“the Code”) for each Portfolio to be treated as a “regulated investment company” under Subchapter M; (b) the diversification requirements specified in the Internal Revenue Service’s regulations under Section 817(h) of the Code; (c) the provisions of the Act and rules adopted thereunder; (d) applicable state insurance laws solely to the extent that the Adviser has informed the Subadviser of such requirements; (e) the objectives, policies, restrictions and limitations for the Portfolio(s) as set forth in the Trust’s current Registration Statement as most recently provided by the Adviser to the Subadviser; and (f) the policies and procedures as adopted by the Trustees of the Trust. The Subadviser shall furnish information to the Adviser, as reasonably requested, for purposes of the Trust’s compliance with the distribution requirements necessary to avoid payment of any excise tax pursuant to Section 4982 of the Code.

The Subadviser further represents and warrants that solely to the extent that any statements or omissions made in any Registration Statement for the variable annuity contracts which offer the Portfolio(s) or shares of the Trust, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will not contain any untrue statement of a material fact regarding the Subadviser or omit to state any material fact regarding the Subadviser required to be stated therein or necessary to make the statements therein not misleading.

The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and

personnel required by it to perform such services on the terms and for the compensation provided in this Agreement.

Notwithstanding any other provision to the contrary, the Subadviser shall have no obligation to perform the following services: (a) shareholder services or support functions, such as responding to shareholders’ questions about a Portfolio or its investments or strategies; (b) provision of legal, accounting or tax advice with respect to a Portfolio or its investments by the Subadviser’s in-house legal, accounting or tax departments; (c) providing employees of the Subadviser to serve as officers of a Portfolio; or (d) providing a Portfolio’s Chief Compliance Officer and associated staff.

The Subadviser may delegate portfolio management and administrative duties to its affiliates and may share such information as necessary to accomplish these purposes. Additionally, the Subadviser will have the ability to delegate back office services to State Street Investment Manager Solutions, LLC. In all cases, the Subadviser shall remain liable as if such services were provided directly. No additional fees shall be imposed for such services except as otherwise agreed.

The Adviser acknowledges and agrees that the Subadviser will utilize the services of Research Affiliates, LLC (“Research Affiliates”) in managing the SA PIMCO RAE International Value Portfolio, including by using model portfolios provided by Research Affiliates. Any management fees charged by Research Affiliates will be paid by Subadviser and not by the Trust or SA PIMCO RAE International Value Portfolio.

For the avoidance of doubt, the Adviser acknowledges and agrees that, with respect to the SA PIMCO RAE International Value Portfolio, the authorities and rights granted to the Subadviser in Sections 1 and 2 of this Agreement are also granted to Research Affiliates as delegated by the Subadviser. The Subadviser shall remain liable as if services provided by Research Affiliates were provided directly by the Subadviser.

reasonable request of the Adviser, the Subadviser will provide copies of any such agreements or other documents to the Adviser. As a general matter, in executing portfolio transactions, the Subadviser may employ or deal with such broker-dealers or futures commission merchants as may, in the Subadviser’s best judgment, provide prompt and reliable execution of the transactions at favorable prices and reasonable commission rates. In selecting such broker-dealers or futures commission merchants, the Subadviser shall consider all relevant factors including price (including the applicable brokerage commission, dealer spread or futures commission merchant rate), the size of the order, the nature of the market for the security or other investment, the timing of the transaction, the reputation, experience and financial stability of the broker-dealer or futures commission merchant involved, the quality of the service, the difficulty of execution, the execution capabilities and operational facilities of the firm involved, and, in the case of securities, the firm’s risk in positioning a block of securities. Subject to such policies as the Trustees may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), the Subadviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of the Subadviser’s having caused a Portfolio to pay a member of an exchange, broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another member of an exchange, broker or dealer would have charged for effecting that transaction, if the Subadviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such member of an exchange, broker or dealer viewed in terms of either that particular transaction or the Subadviser’s overall responsibilities with respect to such Portfolio and to other clients as to which the Subadviser exercises investment discretion. In accordance with Section 11(a) of the 1934 Act and Rule 11a2-2(T) thereunder, and subject to any other applicable laws and regulations including Section 17(e) of the Act and Rule 17e-1 thereunder, the Subadviser may engage its affiliates, the Adviser and its affiliates or any other subadviser to the Trust and its respective affiliates, as broker-dealers or futures commission merchants to effect portfolio transactions in securities and other investments for a Portfolio. The Subadviser will promptly communicate to the Adviser and to the officers and the Trustees of the Trust such information relating to portfolio transactions as they may reasonably request. To the extent consistent with applicable law, the Subadviser may aggregate purchase or sell orders for the Portfolio with contemporaneous purchase or sell orders of other clients of the Subadviser or its affiliated persons. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Subadviser in the manner the Subadviser determines to be equitable and consistent with its and its affiliates’ fiduciary obligations to the Portfolio and to such other clients. The Adviser hereby acknowledges that such aggregation of orders may not result in more favorable pricing or lower brokerage commissions in all instances.

(b) With respect to any investments, including but not limited to repurchase and reverse repurchase agreements, derivatives contracts, futures contracts, International Swaps and Derivatives Association, Inc. (“ISDA”) Master Agreements or other types of master agreements, and options on futures contracts, which are permitted to be made by the Subadviser in accordance with this Agreement and the investment objectives and strategies of the Portfolio(s), as outlined in the Registration Statement for the Portfolio(s), the Adviser

hereby authorizes and directs the Subadviser to do and perform every act and thing whatsoever necessary or incidental in performing its duties and obligations under this Agreement, including, but not limited to, executing as agent, on behalf of the Portfolio(s), master and related agreements and other documents to establish, operate and conduct all brokerage, collateral or other trading accounts, and executing as agent, on behalf of the Portfolio(s), such agreements and other documentation as may be required for the purchase or sale, assignment, transfer and ownership of any permitted investment, including repurchase and derivative master agreements, including any schedules and annexes to such agreements, releases, consents, elections and confirmations, and any give-up agreements or similar execution agreements. The Subadviser also is hereby authorized to instruct a Portfolio’s custodian with respect to any collateral management activities in connection with any transactions permitted hereunder and to enter into standard industry protocol arrangements (including those published by ISDA). The Subadviser is also authorized to provide evidence of its authority to enter into such master and related agreements, including by delivering a copy of this provision. The Adviser acknowledges and understands that the Portfolio(s) will be bound by any such trading accounts established, and agreements and other documentation executed, by the Subadviser for such investment purposes and agrees to provide the Subadviser with tax information, governing documents, legal opinions and other information concerning the Portfolio(s) as may be reasonably necessary to complete such agreements and other documentation. The Subadviser shall provide the Adviser with copies of the applicable agreements and documentation promptly upon reasonable written request and upon executing a separate confidentiality agreement and provided that such agreements and documents may be redacted by the Subadviser to protect the confidentiality of other clients and/or trade secrets. The Subadviser is hereby authorized to reveal the Trust and the Portfolio’s identity and address or such other information related to the Portfolio or the Trust as the Subadviser deems necessary (including tax information or documents) to any financial intermediary through which or with which financial instruments are traded or cleared, to trading counterparties, to trade repositories, regulatory authorities or such other third parties as may be necessary or desirable to effect the transactions and investments contemplated herein or as may be required by law or market practice.

The authority shall include, without limitation the authority on behalf of and in the name of the Portfolio(s) to execute: (i) documentation relating to private placements, loans and bank debt (including Loan Syndications and Trading Association and Loan Market Association documentation); (ii) waivers, consents, amendments or other modifications relating to investments (and the agreements and documents related thereto); and (iii) purchase agreements, sales agreements, commitment letters, pricing letters, registration rights agreements, indemnities and contributions, escrow agreements and other investment related agreements.

agrees to remove the Portfolio(s) as parties to such agreements and to consult with the Adviser regarding close-out, novation or continuation of positions under the agreements and retention of accounts or transfer of such accounts, which the Adviser shall determine in its sole discretion. If instructed by the Adviser to do so, the Subadviser shall close out open positions and transfer financial instruments in accordance with the Adviser’s instructions.

(c) The Subadviser will not file class action claim forms on behalf of the Portfolio(s) in any class actions involving securities or issuers of securities held in, or formerly held in, the Portfolio(s).

(d) Subject to the Prospectus, the Subadviser and any trading counterparties are authorized to disclose transaction and other information to data repositories and regulators for the purposes of meeting applicable transaction and other regulatory reporting requirements.

(e) The Adviser represents, warrants and covenants that:

(i) to the Adviser’s knowledge, the assets in the Portfolio(s) deposited by the Subadviser to meet the margin or collateral requirements of the Portfolio(s) with respect to investments made in accordance with the Prospectus, are free from liens and charges that prevent the Subadviser from giving a first priority lien or charge on such assets, subject to governing bankruptcy or insolvency laws, solely to the extent such margin or collateral is necessary for the Subadviser to comply with federal law or the Subadviser’s legally enforceable obligations under a written agreement governing the investment made on behalf of the Portfolio(s);

(ii) the Adviser shall provide the Subadviser, in a manner and with such frequency as is mutually agreed upon by the Parties, with a list of (i) each “government entity” (as defined in Rule 206(4)-5 under the Advisers Act), invested in the Portfolio(s) where the account of such government entity can reasonably be identified as being held in the name of or for the benefit of such government entity on the records of the Portfolio(s) or its transfer agent; and (ii) each government entity that sponsors or establishes a 529 Plan and has selected the Portfolio(s) as an option to be offered by such 529 Plan.

4. Other Services. At the request of the Trust or the Adviser, the Subadviser in its discretion may make available to the Trust, office facilities, equipment, personnel and other services in order to facilitate meetings or other similar functions. Such office facilities, equipment, personnel and services shall be provided for or rendered by the Subadviser and billed to the Trust or the Adviser at such amounts as negotiated by the Adviser and Subadviser.

8. Certain Records. The Subadviser hereby undertakes and agrees to maintain, in the form and for the period required by Rule 31a-2 under the Act, all records relating to the investments of the Portfolio(s) that are required to be maintained by the Trust pursuant to the requirements of Rule 31a-1 of the Act. Any records required to be maintained and preserved pursuant to the provisions of Rule 31a-1 and Rule 31a-2 promulgated under the Act which are prepared or maintained by the Subadviser are maintained on behalf of the Trust.

9. Reference to the Subadviser. Neither the Trust nor the Adviser or any affiliate or agent thereof shall make reference to or use the name of the Subadviser or any of its

affiliates in any advertising or promotional materials without the prior approval of the Subadviser, which approval shall not be unreasonably withheld.

10. Liability of the Subadviser. (a) In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties (“disabling conduct”) hereunder on the part of the Subadviser (and its officers, directors/trustees, member, partners, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Subadviser) the Subadviser shall not be subject to liability to the Adviser (and its officers, directors/trustees, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Adviser) or to the Trust (and its officers, directors/trustees, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Trust) for any act or omission in the course of, or connected with, rendering services hereunder, including without limitation, any error of judgment or mistake of law or for any loss suffered by any of them in connection with the matters to which this Agreement relates, except to the extent specified in Section 36(b) of the Act concerning loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services. Except for such disabling conduct, the Adviser shall indemnify the Subadviser (and its officers, directors, members, partners, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Subadviser) from any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising from Subadviser’s rendering of services under this Agreement.

(b) The Subadviser agrees to indemnify and hold harmless the Adviser (and its officers, directors/trustees, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Adviser) and/or the Trust (and its officers, directors/trustees, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Trust) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the Adviser and/or the Trust and their affiliates or such directors/trustees, officers or controlling person may become subject under the Act, the Securities Act of 1933 (the “1933 Act”), under other statutes, common law or otherwise, which arise from the Subadviser’s disabling conduct, including but not limited to any material failure by the Subadviser to comply with the provisions and representations and warranties set forth in Section 1 of this Agreement; provided, however, that in no case is the Subadviser’s indemnity in favor of any person deemed to protect such other persons against any liability to which such person would otherwise be subject by reasons of willful misfeasance, bad faith, or gross negligence in the performance of his, her or its duties or by reason of his, her or its reckless disregard of obligations and duties under this Agreement.

This Agreement will also terminate in the event that the Advisory Agreement by and between the Trust and the Adviser is terminated.

13. Severability. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby.

14. Amendments. This Agreement may be amended by mutual consent in writing, but the consent of the Trust must be obtained in conformity with the requirements of the Act.

18. Confidentiality. (a) Each party will receive and hold any records or other information obtained pursuant to this Agreement (“confidential information”) in the strictest confidence, and acknowledges, represents, and warrants that it will use its reasonable best efforts to protect the confidentiality of this information. Each party agrees that, without the prior written consent of the other party, it will not use, copy, or divulge to third parties (other than such party’s respective Representatives (as defined below)) or otherwise use, except in accordance with the terms of this Agreement, any confidential information obtained from or through the other party in connection with this Agreement other than as reasonably necessary in the course of a Portfolio’s business, including, but not limited to, as may be requested by broker-dealers or third party firms conducting due diligence on the Portfolio; provided that such recipients must agree to protect the confidentiality of such confidential information and use such information only for the purposes of providing services to the Portfolio; provided, further, however, this covenant shall not apply to information which: (i) has been made publicly available by the other party or is otherwise in the public domain through no fault of the disclosing party; (ii) is within the legitimate possession of the disclosing party prior to its disclosure by such party and without any obligation of confidence; (iii) is lawfully received by the disclosing party from a third party when, to the best of such party’s knowledge and belief, such third party was not restricted from disclosing the information to such party; (iv) is independently developed by the disclosing party through persons who have not had access to, or knowledge of, the confidential information; or (v) is approved in writing for disclosure by the other party prior to its disclosure.

(e) For purposes of this Agreement, “Representatives” with respect to a party means such party’s representatives, directors, officers, investment and advisory committee members, employees, fund participants, rating agencies, professional advisers (including lawyers, accountants and investment bankers), affiliates or agents of such party who have a need to know confidential information. A party shall be responsible for enforcing compliance with this Agreement by its Representatives, if and to the extent such party has disclosed confidential information to any of them. The terms of this Section 18 are in addition to the terms of any other agreements between the parties or their affiliates.

19. Representations and Agreements of the Adviser. The Adviser represents, warrants and covenants that:

(i)

Each Portfolio is a “qualified institutional buyer” (“QIB”) as defined in Rule 144A under the Securities Act of 1933, as amended, and the Adviser will promptly notify the Subadviser if a Portfolio ceases to be a QIB; and

(ii)

Each Portfolio is a “qualified eligible person” (“QEP”) as defined in Commodity Futures Trading Commission Rule 4.7 (“CFTC Rule 4.7”), the Adviser will promptly notify the Subadviser if a Portfolio ceases to be a QEP, and the Adviser hereby consents to each Portfolio being treated as an “exempt account” under CFTC Rule 4.7.

20. Delivery of Part 2 of Form ADV. The Adviser acknowledges it has received, at least 48 hours prior to the execution of this Agreement, a copy of Part 2 of the Subadviser’s Form ADV, as amended.


Subadviser:		Pacific Investment Management Company LLC
		650 Newport Center Drive
		Newport Beach, CA 92660
		Fax: 949-720-6403
		Attention: General Counsel
		Email address: IMANotices@pimco.com
		Cc: Paul Lucas, Senior Vice President
		Email address: paul.lucas@pimco.com
		Cc: Tom Nguyen, Senior Vice President
		Email address: tom.nguyen@pimco.com

Adviser:		SunAmerica Asset Management, LLC
		30 Hudson Street, 16th Floor
		Jersey City, NJ 07302
		Attention: General Counsel
		Email address: SAAMCoLegal@corebridgefinancial.com

22. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same Agreement. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com or www.echosign.com, or other applicable law) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

[Signature page follows]

SUBADVISORY AGREEMENT

This SUBADVISORY AGREEMENT (“Agreement”) is dated as of January 1, 2026, by and between SUNAMERICA ASSET MANAGEMENT, LLC, a Delaware limited liability company (the “Adviser”), and PINEBRIDGE INVESTMENTS LLC, a Delaware limited liability company (the “Subadviser”).

WITNESSETH:

NOW, THEREFORE, it is hereby agreed between the parties hereto as follows:

1. Duties of the Subadviser. (a) The Adviser hereby engages the services of the Subadviser in furtherance of its Advisory Agreements with the Trusts. Pursuant to this

Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of a portion of the assets of each Portfolio listed on Schedule A attached hereto. The Subadviser will determine, in its discretion and subject to the oversight and review of the Adviser, the securities and other investments to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser or the Trusts are required to maintain, and will render regular reports to the Adviser and to officers and Trustees of the Trusts concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Trustees of the Trusts and in compliance with such policies as the Trustees of the Trusts may from time to time establish and communicate to the Subadviser, and in compliance with (a) the objectives, policies, and limitations for the Portfolio(s) set forth in the Trusts’ current prospectus and statement of additional information (together, the “Registration Statement”) as provided to the Subadviser, and (b) applicable laws and regulations.

extent that any statements or omissions made in any Registration Statement for the Contracts or shares of the Trusts, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Securities and Exchange Commission (“SEC”) thereunder (the “1933 Act”) and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.

2. Portfolio Transactions. (a) The Subadviser is responsible for decisions, and is hereby authorized, to buy or sell securities and other investments for a portion of the assets of each Portfolio, broker-dealers and futures commission merchants’ selection, and negotiation of brokerage commission and futures commission merchants’ rates. As a general matter, in executing portfolio transactions, the Subadviser may employ or deal with such broker-dealers or futures commission merchants as may, in the Subadviser’s best judgment, provide prompt and reliable execution of the transactions at favorable prices and reasonable commission rates. In selecting such broker-dealers or futures commission merchants, the Subadviser shall consider all relevant factors including price (including the applicable brokerage commission,

dealer spread or futures commission merchant rate), the size of the order, the nature of the market for the security or other investment, the timing of the transaction, the reputation, experience and financial stability of the broker-dealer or futures commission merchant involved, the quality of the service, the difficulty of execution, the execution capabilities and operational facilities of the firm involved, and, in the case of securities, the firm’s risk in positioning a block of securities. Subject to such policies as the Trustees may determine and, consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), the Subadviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of the Subadviser’s having caused a Portfolio to pay a member of an exchange, broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another member of an exchange, broker or dealer would have charged for effecting that transaction, if the Subadviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such member of an exchange, broker or dealer viewed in terms of either that particular transaction or the Subadviser’s overall responsibilities with respect to such Portfolio and to other clients as to which the Subadviser exercises investment discretion. In accordance with Section 11(a) of the 1934 Act and Rule 11a2-2(T) thereunder, and subject to any other applicable laws and regulations including Section 17(e) of the Act and Rule 17e-1 thereunder, the Subadviser may engage its affiliates, the Adviser and its affiliates or any other subadviser to the Trusts and their respective affiliates, as broker-dealers or futures commission merchants to effect portfolio transactions in securities and other investments for a Portfolio. The Subadviser will promptly communicate to the Adviser and to the officers and the Trustees of the Trusts such information relating to portfolio transactions as they may reasonably request. To the extent consistent with applicable law, the Subadviser may aggregate purchase or sell orders for the Portfolio with contemporaneous purchase or sell orders of other clients of the Subadviser or its affiliated persons. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Subadviser in the manner the Subadviser determines to be equitable and consistent with its and its affiliates’ fiduciary obligations to the Portfolio and to such other clients. The Adviser hereby acknowledges that such aggregation of orders may not result in more favorable pricing or lower brokerage commissions in all instances.

(b) Notwithstanding Section 2(a) above, for such purposes as obtaining investment research products and services, covering fees and expenses, the Adviser may direct the Subadviser to effect a specific percentage of a Portfolio’s transactions in securities and other investments to certain broker-dealers and futures commission merchants. In designating the use of a particular broker-dealer or futures commission merchant, the Adviser and Subadviser acknowledge:

(1)

All brokerage transactions are subject to best execution. As such, Subadviser will use its best efforts to direct non-risk commission transactions to a particular broker-dealer or futures commission merchant designated by the Adviser provided that the Subadviser seek to obtain best execution;

(2)

(3)

If the Subadviser directs payments of an excessive amount of commissions, the executions may not be accomplished as rapidly. In addition, the Subadviser may forfeit the possible advantage derived from the aggregation of multiple orders as a single “bunched” transaction where the Subadviser would, in some instances, be in a better position to negotiate commissions; and

(4)

or market practice, to reveal the Trust and the Portfolio’s identity and address to any financial intermediary through which or with which financial instruments are traded or cleared.

9. Reference to the Subadviser. Neither the Trusts nor the Adviser or any affiliate or agent thereof shall make reference to or use the name or logo of the Subadviser or any of its affiliates in any advertising or promotional materials except in accordance with the Logo Use Agreement to be entered into between the Adviser and the Subadviser (or one of its affiliates).

This Agreement will also terminate in the event that the Advisory Agreement by and between a Trust and the Adviser is terminated.

14. Amendments. This Agreement may be amended by mutual consent in writing, but the consent of each Trust must be obtained in conformity with the requirements of the Act.

15. Governing Law. This Agreement shall be construed in accordance with the laws of the State of New York and the applicable provisions of the Act. To the extent the applicable laws of the State of New York, or any of the provisions herein, conflict with the applicable provisions of the Act, the latter shall control.

(e) For purposes of this Agreement, “Representatives” with respect to a party means such party’s representatives, directors, officers, investment and advisory committee members, employees, fund participants, rating agencies, professional advisers (including lawyers, accountants and investment bankers), affiliates or agents of such party who have a need to know confidential information. A party shall be responsible for enforcing compliance with this Agreement by its Representatives, if and to the extent such party has disclosed confidential information to any of them. The terms of this Section 19 are in addition to the terms of any other agreements between the parties or their affiliates.


Subadviser:		PineBridge Investments LLC
		65 East 55^th Street, 10^th Floor
		New York, NY 10022
		Attention: Client Relations
		Email address: amer_clientrelations@pinebridge.com

		PineBridge Investments LLC
		65 East 55^th Street, 10^th Floor
		New York, NY 10022
		Attention: Legal Department
		Email address: Eric.Smith@pinebridge.com

Adviser:		SunAmerica Asset Management, LLC
		30 Hudson Street, 16^th Floor
		Jersey City, NJ 07302
		Attention: General Counsel
		Email address: SaamcoLegal@corebridgefinancial.com

21. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same Agreement. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com or www.echosign.com, or other applicable law)

SUBADVISORY AGREEMENT

This SUBADVISORY AGREEMENT (“Agreement”) is dated as of January 1, 2026, by and between SUNAMERICA ASSET MANAGEMENT, LLC, a Delaware limited liability company (the “Adviser”), and PUTNAM INVESTMENT MANAGEMENT, LLC, a Delaware limited liability company (the “Subadviser”).

WITNESSETH:

NOW, THEREFORE, it is hereby agreed between the parties hereto as follows:

1. Duties of the Subadviser. The Adviser hereby engages the services of the Subadviser in furtherance of the Advisory Agreement with the Trust. Pursuant to this Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of the assets of each Portfolio listed on Schedule A attached hereto. The Subadviser will determine in its discretion and subject to the oversight and review of the Adviser, the securities to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser or the Trust is required to maintain, and will render regular reports to the Adviser and to officers and Trustees of the Trust concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Trustees of the Trust and in compliance with such policies as the Trustees of the Trust may from time to time establish as delivered in writing to the Subadviser, and in compliance with (a) the objectives, policies, and limitations for the Portfolio(s) set forth in the Trust’s current prospectus and statement of additional information (together, the “Registration Statement”) as delivered to the Subadviser, and (b) applicable laws and regulations.

The Subadviser agrees that it will operate and manage the Portfolio set forth in Schedule A (1) in compliance with all applicable federal and state laws governing the Subadviser’s management of the Portfolio and investments; and (2) so as not to jeopardize the treatment of the variable annuity contracts which offer the Portfolio(s) (the “Contracts”) as annuity contracts for purposes of the Internal Revenue Code of 1986, as amended (the “Code”). Without limiting the foregoing, the Subadviser agrees to manage the Portfolio in compliance with (a) the provisions of the Act and rules adopted thereunder; (b) the diversification requirements specified in the Internal Revenue Service’s regulations under Section 817(h) of the Code; (c) applicable state insurance laws; and (d) applicable federal and state securities, commodities and banking laws; provided that Adviser shall provide Subadviser with written direction as to the requirements of applicable state insurance laws and applicable federal and state banking laws. For purposes of the preceding sentence, disclosure in the Trust’s prospectus and/or statement of additional information of applicable state insurance laws and regulations and applicable federal and state banking laws and regulations shall constitute “written direction” thereof. The Adviser acknowledges and agrees that the Subadviser’s compliance with its obligations under this Agreement will be based, in part, on information supplied by the Adviser, or an agent thereof, as to each Portfolio, including but not limited to, portfolio security lot level realized and unrealized gain/loss allocation. The Adviser agrees that all such information will be supplied on a timely basis. The Subadviser further represents and warrants that to the extent that any statements or omissions made in any Registration Statement for the Contracts or shares of the Trust, or any amendment or supplement thereto, are made in reliance upon and in conformity with information furnished by the Subadviser expressly for use therein, such Registration Statement and any amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the Securities Act of 1933 and the rules and regulations of the Securities and Exchange Commission (“SEC”) thereunder (the “1933 Act”) and the Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.

The Subadviser accepts such employment and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreement. The Subadviser shall not have any responsibility for the administrative affairs of the Portfolio, including any responsibility for the calculation of the net asset value of the Portfolio’s shares or shareholder accounting services; provided, however, that the Subadviser shall, as requested from time to time by the Adviser, assist the Adviser in obtaining pricing information relating to the Portfolio’s investment securities.

2. Portfolio Transactions. The Subadviser is responsible for decisions to buy or sell securities and other investments of the assets of each Portfolio, broker-dealers and futures commission merchants’ selection, and negotiation of brokerage commission and futures commission merchants’ rates. As a general matter, in executing portfolio transactions, the Subadviser may employ or deal with such broker-dealers or futures commission merchants as may, in the Subadviser’s best judgment, provide prompt and reliable execution of the transactions at favorable prices and reasonable commission rates. In selecting such broker-dealers or futures commission merchants, the Subadviser shall consider all relevant factors including price (including the applicable brokerage commission, dealer spread or futures commission merchant rate), the size of the order, the nature of the market for the security or other investment, the timing of the transaction, the reputation, experience and financial stability of the broker-dealer or futures commission merchant involved, the quality of the service, the difficulty of execution, the execution capabilities and operational facilities of the firm involved, and, in the case of securities, the firm’s risk in positioning a block of securities. Subject to such policies as the Trustees may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), the Subadviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of the Subadviser’s having caused a Portfolio to pay a member of an exchange, broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another member of an exchange, broker or dealer would have charged for effecting that transaction, if the Subadviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such member of an exchange, broker or dealer viewed in terms of either that particular transaction or the Subadviser’s overall responsibilities with respect to such Portfolio and to other clients as to which the Subadviser exercises investment discretion. In accordance with Section 11(a) of the 1934 Act and Rule 11a2-2(T) thereunder, and subject to any other applicable laws and regulations including Section 17(e) of the Act and Rule 17e-1 thereunder, the Subadviser may engage its affiliates, the Adviser and its affiliates or any other subadviser to the Trust and its respective affiliates, as broker-dealers or futures commission merchants to effect portfolio transactions in securities and other investments for a Portfolio. The Subadviser will promptly communicate to the Adviser and to the officers and the Trustees of the Trust such information relating to portfolio transactions as they may reasonably request. To the extent consistent with applicable law, the Subadviser may aggregate purchase or sell orders for the Portfolio with contemporaneous purchase or sell orders of other clients of the Subadviser or its affiliated persons. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Subadviser in the manner the Subadviser determines to be equitable and consistent with its and its affiliates’ fiduciary obligations to the Portfolio and to such other clients. The Adviser hereby acknowledges that such aggregation of orders may not result in more favorable pricing or lower brokerage commissions in all instances.

Subadviser in accordance with this Agreement and the investment objectives and strategies of the Portfolio(s), as outlined in the Registration Statement for the Portfolio(s), the Adviser hereby authorizes and directs the Subadviser to do and perform every act and thing whatsoever necessary or incidental in performing its duties and obligations under this Agreement, including, but not limited to, executing as agent, on behalf of the Portfolio(s), master and related agreements and other documents to establish, operate and conduct all brokerage, collateral or other trading accounts, and executing as agent, on behalf of the Portfolio(s), such agreements and other documentation as may be required for the purchase or sale, assignment, transfer and ownership of any permitted investment, including repurchase and derivative master agreements, including any schedules and annexes to such agreements, releases, consents, elections and confirmations. The Subadviser also is hereby authorized to instruct a Portfolio’s custodian with respect to any collateral management activities in connection with any derivatives transactions and to enter into standard industry protocol arrangements (including those published by ISDA). The Subadviser is also authorized to provide evidence of its authority to enter into such master and related agreements, including by delivering a copy of this provision. The Adviser acknowledges and understands that it will be bound by any such trading accounts established, and agreements and other documentation executed, by the Subadviser for such investment purposes and agrees to provide the Subadviser with tax information, governing documents, legal opinions and other information concerning the Portfolio(s) as may be reasonably necessary to complete such agreements and other documentation. The Subadviser is required to provide the Adviser with copies of the applicable agreements and documentation promptly upon request and to notify the Adviser of any claims by counterparties or financial intermediaries that a Portfolio has triggered an early termination or default provision or otherwise is out of compliance with the terms of the applicable agreement or that the counterparty is excused from performing under the agreement. The Subadviser is hereby authorized, to the extent required by regulatory agencies or market practice, to reveal the Trust and the Portfolio’s identity and address to any financial intermediary through which or with which financial instruments are traded or cleared.

discretion. If instructed by the Adviser to do so, the Subadviser shall close out open positions and transfer financial instruments in accordance with the Adviser’s instructions.

4. Other Services. At the request of the Trust or the Adviser, the Subadviser in its discretion may make available to the Trust, office facilities, equipment, personnel and other services. Such office facilities, equipment, personnel and services shall be provided for or rendered by the Subadviser and billed to the Trust or the Adviser at the Subadviser’s cost.

5. Reports. The Trust, the Adviser and the Subadviser agree to furnish to each other, if applicable, current prospectuses, statements of additional information, proxy statements, reports of shareholders, certified copies of their financial statements, and such other information with regard to their affairs and that of the Trust as each may reasonably request.

6. Status of the Subadviser. The services of the Subadviser to the Adviser and the Trust are not to be deemed exclusive, and the Subadviser shall be free to render similar services to others so long as its services to the Trust are not impaired thereby. The Subadviser shall be deemed to be an independent contractor and shall, unless otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust.

8. Certain Records. While the Subadviser is not being engaged to serve as the Trust’s official record keeper, the Subadviser nevertheless hereby undertakes and agrees to maintain, in the form and for the period required by Section 204 of the Advisers Act and Rule 204-2 thereunder, all records relating to the investments of the Portfolio(s) that are required to

be maintained by the Subadviser pursuant to the requirements of Rule 204-2 under the Advisers Act. The Subadviser will also, in connection with the purchase and sale of securities for each Portfolio, arrange for the transmission to the custodian for the Trust on a daily basis, such confirmation, trade tickets, and other documents and information, that identify securities to be purchased or sold on behalf of the Portfolio, as may be reasonably necessary to enable the custodian to perform its administrative and recordkeeping responsibilities with respect to the Portfolio.

9. Reference to the Subadviser. The Adviser covenants as follows:

(a) The Adviser will (and will cause its affiliates (including the Trust) (each an “Affiliate”) to) use the name “Putnam Investment Management,” “Putnam Investments,” “Putnam” or any derivation thereof only for so long as this Agreement remains in effect. At such times as this Agreement is no longer in effect, the Adviser will, and will cause each Affiliate to, cease using any such name or any other name indicating that any Portfolio is advised by or otherwise connected to the Subadviser.

(b) It will not, and will cause its Affiliates to not, refer to the Subadviser or any Affiliate in any sales literature or promotional material except with the prior approval of the Subadviser. In the case of materials, such as the portfolio’s prospectus, required by law to be prepared, such approval shall not be unreasonably withheld.

(c) It will permit the Portfolio(s) to be used as a funding vehicle only for insurance contracts issued by American General Life Insurance Company (“AGL”) or any of its affiliates.

(d) It will not (and will cause it Affiliates to not) engage in marketing programs (written or otherwise) directed toward Putnam Capital Manager Annuity Contract (“PCM”) which directly solicit transfers from PCM to the Adviser’s products or those of its Affiliates. For purposes of the foregoing, general marketing efforts by AGL and its affiliates shall not constitute a direct solicitation of PCM contract holders. The Adviser will not (and will cause its Affiliates to not) create or use marketing materials which provide direct comparisons between PCM and the Adviser’s products or those of any of its Affiliates. The Adviser, in connection with any exchange program, will not (and will cause its Affiliates to not) reimburse voluntarily, or enter into any contract or policy after the date hereof providing for the reimbursement of, any deferred sales charges to encourage the transfer of assets from PCM to the Adviser’s products or those of any Affiliate. For purposes hereof, the term “Affiliate” shall not be construed to include agents of AGL or affiliates thereof, who are not employees of such entities.

(b) The Subadviser agrees to indemnify and hold harmless the Adviser and its affiliates and each of its directors and officers and each person, if any, who controls the Adviser within the meaning of Section 15 of the 1933 Act against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the Adviser or its affiliates or such directors, officers or controlling persons may become subject under the 1933 Act, under other statutes, at common law or otherwise, which may be based upon (i) any wrongful act or material breach of this Agreement by the Subadviser resulting from Subadviser’s disabling conduct, or (ii) any untrue statement of a material fact in the Trust’s registration statement or omission to state a material fact required to be stated therein or necessary to make the statement therein not misleading, if such statement or omission was made in reliance on information furnished by the Subadviser to use in such registration statement, provided, however, that in no case is the Subadviser’s indemnity in favor of any person deemed to protect such other persons against any liability to which such person would otherwise be subject by reasons of willful misfeasance, bad faith, or gross negligence in the performance of his, her or its duties or by reason of his, her or its reckless disregard of obligation and duties under this Agreement.

11. Permissible Interests. Trustees and agents of the Trust are or may be interested in the Subadviser (or any successor thereof) as directors, partners, officers, or shareholders, or otherwise; directors, partners, officers, agents, and shareholders of the Subadviser are or may be interested in the Trust as trustees, or otherwise; and the Subadviser (or any successor) is or may be interested in the Trust in some manner.

12. Term of the Agreement. This Agreement shall continue in full force and effect with respect to each Portfolio until two years from the date hereof, and from year to year thereafter so long as such continuance is specifically approved at least annually (i) by the vote of a majority of those Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio voting separately from any other series of the Trust.

With respect to each Portfolio, this Agreement may be terminated at any time, without payment of a penalty by the Portfolio or the Trust, by vote of a majority of the

Trustees, or by vote of a majority of the outstanding voting securities (as defined in the Act) of the Portfolio, voting separately from any other series of the Trust, or by the Adviser, on not less than 30 nor more than 60 days’ written notice to the Subadviser. With respect to each Portfolio, this Agreement may be terminated by the Subadviser at any time, without the payment of any penalty, on 60 days’ written notice to the Adviser and the Trust. The termination of this Agreement with respect to any Portfolio or the addition of any Portfolio to Schedule A hereto (in the manner required by the Act) shall not affect the continued effectiveness of this Agreement with respect to each other Portfolio subject hereto. This Agreement shall automatically terminate in the event of its assignment (as defined by the Act).

This Agreement will also terminate in the event that the Advisory Agreement by and between the Trust and the Adviser is terminated.

13. Severability. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby.

14. Amendments. This Agreement may be amended by mutual consent in writing, but the consent of the Trust must be obtained in conformity with the requirements of the Act.

16. Personal Liability. The Declaration of the Trust establishing the Trust (the “Declaration”), is on file in the office of the Secretary of the Commonwealth of Massachusetts, and, in accordance with that Declaration, no Trustee, shareholder, officer, employee or agent of the Trust shall be held to any personal liability, nor shall resort be had to their private property for satisfaction of any obligation or claim or otherwise in connection with the affairs of the Trust, but the “Trust Property,” as defined in the Declaration, only shall be liable.

17. Separate Series. Pursuant to the provisions of the Declaration, each Portfolio is a separate series of the Trust, and all debts, liabilities, obligations and expenses of a particular Portfolio shall be enforceable only against the assets of that Portfolio and not against the assets of any other Portfolio or of the Trust as a whole.

18. Confidentiality. (a) Each party will receive and hold any records or other information obtained pursuant to this Agreement (“confidential information”) in the strictest confidence, and acknowledges, represents, and warrants that it will use its reasonable best efforts to protect the confidentiality of this information. Each party agrees that, without the prior written consent of the other party, it will not use, copy, or divulge to third parties (other than such party’s respective Representatives (as defined below)) or otherwise use, except in accordance with the terms of this Agreement, any confidential information obtained from or through the other party in connection with this Agreement other than as reasonably necessary

in the course of a Portfolio’s business, including, but not limited to, as may be requested by broker-dealers or third party firms conducting due diligence on the Portfolio; provided that such recipients must agree to protect the confidentiality of such confidential information and use such information only for the purposes of providing services to the Portfolio; provided, further, however, this covenant shall not apply to information which: (i) has been made publicly available by the other party or is otherwise in the public domain through no fault of the disclosing party; (ii) is within the legitimate possession of the disclosing party prior to its disclosure by such party and without any obligation of confidence; (iii) is lawfully received by the disclosing party from a third party when, to the best of such party’s knowledge and belief, such third party was not restricted from disclosing the information to such party; (iv) is independently developed by the disclosing party through persons who have not had access to, or knowledge of, the confidential information; or (v) is approved in writing for disclosure by the other party prior to its disclosure.

regulation or regulatory requirement, such party shall promptly notify the other party of the pending disclosure in writing and cooperate in all reasonable respects (and at such other party’s expense) with such other party in seeking to obtain a protective order either precluding such disclosure or requiring that the confidential information so disclosed be maintained as confidential or used only for the purposes related to the action, investigation or proceeding).

(e) For purposes of this Agreement, “Representatives” with respect to a party means such party’s representatives, directors, officers, investment and advisory committee members, employees, fund participants, rating agencies, professional advisers (including lawyers, accountants and investment bankers), affiliates or agents of such party who have a need to know confidential information. A party shall be responsible for enforcing compliance with this Agreement by its Representatives, if and to the extent such party has disclosed confidential information to any of them. The terms of this Section 18 are in addition to the terms of any other agreements between the parties or their affiliates.

19. Notices. All notices required or permitted to be given under this Agreement shall be in writing, shall specifically refer to this Agreement, and shall be addressed to the appropriate party at the address specified below, or such other address as may be specified by such party in writing in accordance with this Section, and shall be deemed to have been properly given when delivered or mailed by electronic mail, by U.S. certified or registered mail, return receipt requested, postage prepaid, or by reputable courier service.


Subadviser:		Putnam Investment Management, LLC
		100 Federal Street
		Boston, MA 02110
		Attention: General Counsel
		Email address: Jeff_Aaron@putnam.com

SUBADVISORY AGREEMENT

This SUBADVISORY AGREEMENT (“Agreement”) is dated as of January 1, 2026, by and between SUNAMERICA ASSET MANAGEMENT, LLC, a Delaware limited liability company (the “Adviser”), and SCHRODER INVESTMENT MANAGEMENT NORTH AMERICA INC., a Delaware corporation (the “Subadviser”).

WITNESSETH:

WHEREAS, the Subadviser is engaged in the business of rendering investment advisory services and is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”); and WHEREAS, the Adviser desires to retain the Subadviser to furnish investment advisory services to the investment portfolio(s) of the Trust listed on Schedule A attached hereto (each, a “Portfolio,” and collectively, the “Portfolio(s)”), and the Subadviser is willing to furnish such services;

NOW, THEREFORE, it is hereby agreed between the parties hereto as follows:

subadvisers to other investment companies that are under common control with the Trust, concerning transactions of the Portfolio(s) in securities or other assets, other than for purposes of complying with the conditions of paragraphs (a) and (b) of rule 12d3-1 under the Act. Notwithstanding anything in this provision or the Agreement to the contrary, Adviser acknowledges and agrees that in furnishing the services hereunder, the Subadviser is authorized to engage its affiliate, Schroder Investment Management North America Limited, (the “Subadvisory Affiliate”), to perform investment management services for the Portfolio(s); provided that the Subadviser shall continue to be liable and accountable for any acts or omissions of the Subadvisory Affiliate, as if such acts or omissions were its own.

The Adviser acknowledges that the Subadviser and its delegates do not hold client money and/or custody assets.

2. Portfolio Transactions. The Subadviser is responsible for decisions, and is hereby authorized, to buy or sell securities and other investments or instruments for the Portfolio(s), broker-dealers, futures commission merchants and other counterparties selection, and negotiation of brokerage commission and futures commission merchants rates. As a general matter, in executing portfolio transactions, the Subadviser may employ or deal with such broker-dealers or futures commission merchants as may, in the Subadviser’s best judgment, provide prompt and reliable execution of the transactions at favorable prices and reasonable commission rates. In selecting such broker-dealers or futures commission merchants, the Subadviser shall consider all relevant factors including price (including the applicable brokerage commission, dealer spread or futures commission merchant rate), the size of the order, the nature of the market for the security or other investment, the timing of the transaction, the reputation, experience and financial stability of the broker-dealer or futures commission merchant involved, the quality of the service, the difficulty of execution, the execution capabilities and operational facilities of the firm involved, and, in the case of securities, the firm’s risk in positioning a block of securities. Subject to such policies as the Trustees may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), the Subadviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of the Subadviser’s having caused a Portfolio to pay a member of an exchange, broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another member of an exchange, broker or dealer would have charged for effecting that transaction, if the Subadviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such member of an exchange, broker or dealer viewed in terms of either that particular transaction or the Subadviser’s overall responsibilities with respect to such Portfolio and to other clients as to which the Subadviser exercises investment discretion. In accordance with Section 11(a) of the 1934 Act and Rule 11a2-2(T) thereunder, and subject to any other applicable laws and regulations including Section 17(e) of the Act and Rule 17e-1 thereunder, the Subadviser may engage its affiliates, the Adviser and its affiliates or any other subadviser to the Trust and its respective affiliates, as broker-dealers or futures commission merchants to effect portfolio transactions in securities and other investments for a Portfolio. The Subadviser

will promptly communicate to the Adviser and to the officers and the Trustees of the Trust such information relating to portfolio transactions as they may reasonably request. To the extent consistent with applicable law, the Subadviser may aggregate purchase or sell orders for the Portfolio(s) with contemporaneous purchase or sell orders of other clients of the Subadviser or its affiliated persons. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Subadviser in the manner the Subadviser determines to be equitable and consistent with its and its affiliates fiduciary obligations to the Portfolio and to such other clients. The Adviser hereby acknowledges that such aggregation of orders may not result in more favorable pricing or lower brokerage commissions in all instances.

With respect to any investments, including but not limited to repurchase and reverse repurchase agreements, derivatives contracts, futures contracts, International Swaps and Derivatives Association, Inc. (“ISDA”) Master Agreements and similar types of master agreements, and options on futures contracts, which are permitted to be made by the Subadviser in accordance with this Agreement and the investment objectives and strategies of the Portfolio(s), as outlined in the Registration Statement for the Portfolio(s), the Adviser hereby authorizes and directs the Subadviser to do and perform every act and thing whatsoever necessary or incidental in performing its duties and obligations under this Agreement, including, but not limited to, executing as agent, on behalf of the Portfolio(s), master and related agreements and other documents to establish, operate and conduct all brokerage, collateral or other trading accounts, and executing as agent, on behalf of the Portfolio(s), such agreements and other documentation as may be required for the purchase or sale, assignment, transfer and ownership of any permitted investment, including repurchase and derivative master agreements, including any schedules and annexes to such agreements, releases, consents, elections and confirmations. The Subadviser also is hereby authorized to instruct a Portfolio’s custodian with respect to any collateral management activities in connection with any derivatives transactions and to enter into standard industry protocol arrangements (including those published by ISDA). The Subadviser is also authorized to provide evidence of its authority to enter into such master and related agreements, including by delivering a copy of this provision. The Adviser acknowledges and understands that it will be bound by any such trading accounts established, and agreements and other documentation executed, by the Subadviser for such investment purposes and agrees to provide the Subadviser with tax information, governing documents, legal opinions and other information concerning the Portfolio(s) as may be reasonably necessary to complete such agreements and other documentation. The Subadviser is required to provide the Adviser with copies of the applicable agreements and documentation promptly upon request. The Subadviser is hereby authorized, to the extent required by regulatory agencies or market practice, to reveal the Trust and the Portfolio’s identity and address to any financial intermediary through which or with which financial instruments are traded or cleared.

The Subadviser is authorized to terminate all such master and related agreements and other documentation with respect to a Portfolio when it determines it is in the best interest of the Portfolio to do so, and it is authorized to exercise all default and other rights of the Portfolio against the other party(ies) to such agreements in accordance with its fiduciary duties and the best interest of the Portfolio. Upon termination of this Agreement, the Subadviser agrees to remove the Portfolio(s) as parties to such agreements. In advance of this, the Subadviser shall consult with the Adviser regarding close-out, novation or continuation of positions under the agreements and retention of accounts or transfer of such accounts. If instructed by the Adviser to do so, the Subadviser shall close out open positions and transfer financial instruments in accordance with the Adviser’s instructions.

The Subadviser agrees that all accounts, books and other records maintained and preserved by it, and related to the Portfolio(s), as required hereby shall be subject at any time, and from time to time, to such reasonable periodic, special and other examinations by the SEC, the Trust’s auditors, the Trust or any representative of the Trust, the Adviser, or any governmental agency or other instrumentality having regulatory authority over the Trust.

none of the Trust, the Portfolio(s) or the Adviser or any affiliate or agent thereof shall make reference to or use the name or logo of the Subadviser or any of its affiliates in any advertising or promotional materials. Notwithstanding the above, for so long as the Subadviser serves as subadviser to the Portfolio(s), the Trust, the Portfolio(s) and the Adviser may use the name or logo of the Subadviser or any of its affiliates in the Registration Statement, shareholder reports, and other filings with the SEC, or the name of the Subadviser or any of its affiliates after the Subadviser ceases to serve as subadviser, if such usage is for the purpose of meeting a disclosure obligation under laws, rules, regulations, statutes and codes, whether state or federal, without the Subadviser’s prior written consent.

(b) The Subadviser agrees to indemnify and hold harmless the Adviser (and its officers, directors/trustees, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Adviser) and/or the Trust (and its officers and directors/trustees) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the Adviser and/or the Trust and their affiliates or such directors/trustees, officers or controlling person may become subject under the Act, the 1933 Act, under other statutes, common law or otherwise, which arise from the Subadviser’s “disabling conduct” (as defined in (a) above), including but not limited to any material failure by the Subadviser to comply with the provisions and representations and warranties set forth in Section 1 of this Agreement; provided, however, that in no case is the Subadviser s indemnity in favor of any person deemed to protect such other persons against any liability to which such person would otherwise be subject by reasons of willful misfeasance, bad faith, or gross negligence in the performance of his, her or its duties or by reason of his, her or its reckless disregard of obligations and duties under this Agreement; and provided further that Subadviser shall not be liable nor indemnify for any action or omission of any unaffiliated third party or service provider to the Portfolio(s), including any broker or dealer not within Subadviser’s direct supervision or control.

With respect to a Portfolio, this Agreement may be terminated at any time, without payment of a penalty by the Portfolio or the Trust, by vote of a majority of the Trustees, or by vote of a majority of the outstanding voting securities (as defined in the Act) of the Portfolio, voting separately from any other series of the Trust, or by the Adviser, on not less than thirty (30) nor more than sixty (60) days written notice to the Subadviser. With respect to a Portfolio, this Agreement may be terminated by the Subadviser at any time, without the payment of any penalty, on ninety (90) days written notice to the Adviser and the Trust. The termination of this Agreement with respect to a Portfolio or the addition of a Portfolio to Schedule A hereto (in the manner required by the Act) shall not affect the continued effectiveness of this Agreement with respect to each other Portfolio subject hereto. This Agreement shall automatically terminate in the event of its assignment (as defined by the Act).

This Agreement will terminate in the event that the Advisory Agreement by and between the Trust and the Adviser is terminated.

11. Severability. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby.

12. Amendments. This Agreement may be amended by mutual consent in writing, but the consent of the Trust must be obtained in conformity with the requirements of the Act.

the other or such other party’s Representatives hereunder that is entitled to protection under the attorney-client privilege, work product doctrine or other applicable privilege shall, to the extent legally permitted, remain entitled to such protection under such privileges, this Agreement, and under the joint defense doctrine.

18. Representations. By execution of the Agreement, Subadviser represents that: (i) it is duly registered as an investment adviser with the SEC pursuant to the Advisers Act and that it provided to the Adviser Part 2A of its registration statement on Form ADV (the “ADV”) prior to signing the Agreement; (ii) the Adviser and Trust acknowledge receipt of Subadviser’s Part 2A; and (iii) Subadviser is registered with the National Futures Association (“NFA”) as a commodity trading adviser pursuant to the Commodity Exchange Act of 1936, as amended (“CEA”). The Subadviser shall advise the Portfolio(s) operated by the Adviser as a commodity pool in accordance with the rules and regulations of the CEA and NFA, as applicable. The Subadviser shall maintain its membership with the NFA during the term of this Agreement and shall immediately notify the Adviser in writing pursuant to Section 19 hereof if its membership with the NFA is suspended or revoked.


Subadviser:		Schroder Investment Management North America Inc.
		7 Bryant Park
		19th Floor
		New York, NY 10018
		Attention: Legal Department
		Email address: subadvisoryclientteam@schroders.com with a copy
		to USLegal@schroders.com

Adviser:		SunAmerica Asset Management, LLC
		30 Hudson Street, 16th Floor
		Jersey City, NJ 07302
		Attention: General Counsel
		Email address: SaamcoLegal@corebridgefinancial.com

[Signature page follows]

SUBADVISORY AGREEMENT

This SUBADVISORY AGREEMENT (“Agreement”) is dated as of January 1, 2026, by and between SUNAMERICA ASSET MANAGEMENT, LLC, a Delaware limited liability company (the “Adviser”), and T. ROWE PRICE ASSOCIATES, INC., a Maryland corporation (the “Subadviser”).

WITNESSETH:

NOW, THEREFORE, it is hereby agreed between the parties hereto as follows:

The Adviser acknowledges that the Subadviser and its delegates do not hold client money and/or custody assets.

Subadviser or its affiliated persons. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Subadviser in the manner the Subadviser determines to be equitable and consistent with its and its affiliates’ fiduciary obligations to the Portfolio and to such other clients. The Adviser hereby acknowledges that such aggregation of orders may not result in more favorable pricing or lower brokerage commissions in all instances.

6. Proxy Voting. Subject to the prior approval by the Board of Trustees of the Trust and upon thirty (30) days’ written notice to the Subadviser (or such lesser or longer notice as is acceptable to the Subadviser), the Adviser reserves the right to delegate to the Subadviser responsibility for exercising voting rights for all or a specified portion of the securities held by a Portfolio. To the extent so delegated, the Subadviser will exercise voting rights with respect to securities held by a Portfolio in accordance with written proxy voting policies and procedures mutually agreed upon by the parties. To the extent the Adviser retains the responsibility for voting proxies, the Subadviser agrees to provide input on certain proxy voting matters or proposals as may be reasonably requested by the Adviser.

The Subadviser agrees that all accounts, books and other records maintained and preserved by it, and related to the Portfolio(s), as required hereby shall be subject at any time, and from time to time, to such reasonable periodic, special and other examinations by the SEC, the Trust’s auditors, the Trust or any representative of the Trust, the Adviser, or any governmental agency or other instrumentality having regulatory authority over the Trust.

With respect to a Portfolio, this Agreement may be terminated at any time, without payment of a penalty by the Portfolio or the Trust, by vote of a majority of the Trustees, or by

vote of a majority of the outstanding voting securities (as defined in the Act) of the Portfolio, voting separately from any other series of the Trust, or by the Adviser, on not less than thirty (30) nor more than sixty (60) days’ written notice to the Subadviser. With respect to a Portfolio, this Agreement may be terminated by the Subadviser at any time, without the payment of any penalty, on ninety (90) days’ written notice to the Adviser and the Trust. The termination of this Agreement with respect to a Portfolio or the addition of a Portfolio to Schedule A hereto (in the manner required by the Act) shall not affect the continued effectiveness of this Agreement with respect to each other Portfolio subject hereto. This Agreement shall automatically terminate in the event of its assignment (as defined by the Act).

This Agreement will terminate in the event that the Advisory Agreement by and between the Trust and the Adviser is terminated.

11. Severability. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby.

12. Amendments. This Agreement may be amended by mutual consent in writing, but the consent of the Trust must be obtained in conformity with the requirements of the Act.

otherwise deemed advisable. The Adviser may withdraw consent to electronic delivery at any time by giving the Subadviser notice pursuant this Section.


Subadviser:		T. Rowe Price Associates, Inc.
		1307 Harbor Point Street
		Baltimore, MD 21231
		Attention: Managing Legal Counsel- Subadvised
		Email address: Legal_Subadvised@troweprice.com

with a copy to:		T. Rowe Price Associates, Inc.
		4515 Painters Mill Road
		Owings Mills, MD 21117
		Attention: Managing Legal Counsel- Subadvised
		Email address: Legal_Subadvised@troweprice.com

Adviser:		SunAmerica Asset Management, LLC
		30 Hudson Street, 16th Floor
		Jersey City, NJ 07302
		Attention: General Counsel
		Email address: SaamcoLegal@corebridgefinancial.com

20. Use of the Services of Others. The Subadviser may delegate any of its duties and obligations hereunder to any affiliated person, as such term is defined in the 1940 Act, that is eligible to serve as an investment adviser to an investment company registered under the 1940 Act on such terms and conditions as it deems necessary or appropriate, provided that (i) the Adviser and the Board of Trustees of the Trust consent to any such delegation and to the terms and conditions thereof, (ii) such delegation is pursuant to a written contract which receives prior approval by the Adviser and the Board of Trustees of the Trust, which may not be materially amended without prior written approval of the Adviser and the Board of Trustees of the Trust, and which provides for its automatic termination in the event this Agreement is terminated for any reason, and (iii) such delegation is permitted by and in conformity with the 1940 Act. The Subadviser shall be liable to the Adviser and the Portfolio(s) for any loss or damage arising out of, in connection with, or related to the actions, or omissions to act, of any delegee utilized hereunder as if such delegee were a party hereto. The Subadviser shall be solely responsible for compensating any delegee for services rendered, and neither the Adviser nor the Portfolio(s) may be held responsible, or otherwise liable for, the payment of any amount due, or which may become due to any delegee.

[Signature page follows]

SUBADVISORY AGREEMENT

This SUBADVISORY AGREEMENT (“Agreement”) is dated as of January 1, 2026, by and between SUNAMERICA ASSET MANAGEMENT, LLC, a Delaware limited liability company (the “Adviser”), and WELLINGTON MANAGEMENT COMPANY LLP, a Delaware limited liability partnership (the “Subadviser”).

WITNESSETH:

NOW, THEREFORE, it is hereby agreed between the parties hereto as follows:

1. Duties of the Subadviser. The Adviser hereby engages the services of the Subadviser in furtherance of the Advisory Agreement. Pursuant to this Agreement and subject to the oversight and review of the Adviser, the Subadviser will manage the investment and reinvestment of the assets of each Portfolio. The Subadviser will determine, in its discretion and subject to the oversight and review of the Adviser, the securities and other investments or instruments to be purchased or sold, will provide the Adviser with records concerning its activities which the Adviser or the Trust is required to maintain, and will render regular reports to the Adviser and to officers and Trustees of the Trust concerning its discharge of the foregoing responsibilities. The Subadviser shall discharge the foregoing responsibilities subject to the control of the officers and the Trustees of the Trust and in compliance with such policies as the Trustees of the Trust may from time to time establish, as provided in writing to the Subadviser from time to time, and in compliance with (a) the objectives, policies,

The Adviser acknowledges that the Subadviser and its delegates do not hold client money and/or custody assets.

2. Portfolio Transactions. The Subadviser is responsible for decisions, and is hereby authorized, to buy or sell securities and other investments or instruments for the Portfolio(s), broker-dealers, futures commission merchants’ and other counterparties selection, and negotiation of brokerage commission and futures commission merchants’ rates. As a general matter, in executing portfolio transactions, the Subadviser may employ or deal with such broker-dealers or futures commission merchants as may, in the Subadviser’s best judgment, provide prompt and reliable execution of the transactions at favorable prices and reasonable commission rates. In selecting such broker-dealers or futures commission merchants, the Subadviser shall consider all relevant factors including price (including the applicable brokerage commission, dealer spread or futures commission merchant rate), the size of the order, the nature of the market for the security or other investment, the timing of the transaction, the reputation, experience and financial stability of the broker-dealer or futures commission merchant involved, the quality of the service, the difficulty of execution, the execution capabilities and operational facilities of the firm involved, and, in the case of securities, the firm’s risk in positioning a block of securities. Subject to such policies as the Trustees may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), the Subadviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of the Subadviser’s having caused a Portfolio to pay a member of an exchange, broker or dealer an amount of commission for effecting a securities transaction in excess of the

amount of commission another member of an exchange, broker or dealer would have charged for effecting that transaction, if the Subadviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such member of an exchange, broker or dealer viewed in terms of either that particular transaction or the Subadviser’s overall responsibilities with respect to such Portfolio and to other clients as to which the Subadviser exercises investment discretion. In accordance with Section 11(a) of the 1934 Act and Rule 11a2-2(T) thereunder, and subject to any other applicable laws and regulations including Section 17(e) of the Act and Rule 17e-1 thereunder, the Subadviser may engage its affiliates, the Adviser and its affiliates or any other subadviser to the Trust and its respective affiliates, as broker-dealers or futures commission merchants to effect portfolio transactions in securities and other investments for a Portfolio. The Subadviser will promptly communicate to the Adviser and to the officers and the Trustees of the Trust such information relating to portfolio transactions as they may reasonably request. To the extent consistent with applicable law, the Subadviser may aggregate purchase or sell orders for the Portfolio(s) with contemporaneous purchase or sell orders of other clients of the Subadviser or its affiliated persons. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Subadviser in the manner the Subadviser determines to be equitable and consistent with its and its affiliates’ fiduciary obligations to the Portfolio and to such other clients. The Adviser hereby acknowledges that such aggregation of orders may not result in more favorable pricing or lower brokerage commissions in all instances.

The Subadviser is authorized to exercise corporate actions with respect to equity and fixed income securities (including, but not limited to, dividends, warrants, rights offerings, tender offers, consents, restructurings, merger, reorganizations, recapitalizations, exchange, subscription, actions at debtholders meetings (and any other action relating to the exercise or enforcement of rights under, or the renegotiation of, the terms of a fixed income instrument)) for the Portfolio in the Subadviser’s discretion. Further, the Subadviser is authorized to disclose confidential information about the Adviser, the Portfolio and the Trust to third parties as necessary for the Portfolio to participate in any corporate actions for which it is eligible. The Adviser acknowledges that the Subadviser may not exercise a corporate action due to various factors, including, but not limited to, the Portfolio’s ineligibility to participate in such corporate action, the Subadviser’s lack of timely notice of the corporate action, the Subadviser’s inability to provide documentation within the period of time required for participation, or if the Subadviser otherwise determines that participation is not in the best interests of the Portfolio.

Subadviser in accordance with this Agreement and the investment objectives and strategies of the Portfolio(s), as outlined in the Registration Statement for the Portfolio(s), the Adviser hereby authorizes and directs the Subadviser to do and perform every act and thing whatsoever necessary or incidental in performing its duties and obligations under this Agreement, including, but not limited to, executing as agent, on behalf of the Portfolio(s), master and related agreements and other documents to establish, operate and conduct all brokerage, collateral or other trading accounts, and executing as agent, on behalf of the Portfolio(s), such agreements and other documentation as may be required for the purchase or sale, assignment, transfer and ownership of any permitted investment, including repurchase and derivative master agreements, including any schedules and annexes to such agreements, releases, consents, elections and confirmations. The Subadviser also is hereby authorized to instruct a Portfolio’s custodian with respect to any collateral management activities in connection with any derivatives transactions and to enter into standard industry protocol arrangements (including those published by ISDA). The Subadviser is also authorized to provide evidence of its authority to enter into such master and related agreements, including by delivering a copy of this provision. The Adviser acknowledges and understands that it will be bound by any such trading accounts established, and agreements and other documentation executed, by the Subadviser for such investment purposes and agrees to provide the Subadviser with tax information, governing documents, legal opinions and other information concerning the Portfolio(s) as may be reasonably necessary to complete such agreements and other documentation. The Subadviser is required to provide the Adviser with copies of the applicable agreements and documentation promptly upon request and to notify the Adviser of any claims by counterparties or financial intermediaries that a Portfolio has triggered an early termination or default provision or otherwise is out of compliance with the terms of the applicable agreement or that the counterparty is excused from performing under the agreement. The Subadviser is hereby authorized, to the extent required by regulatory agencies or market practice, to reveal the Trust and the Portfolio’s identity and address to any financial intermediary through which or with which financial instruments are traded or cleared.

discretion. If instructed by the Adviser to do so, the Subadviser shall close out open positions and transfer financial instruments in accordance with the Adviser’s instructions.

4. Reports. The Trust and the Adviser agree to furnish to the Subadviser current prospectuses, statements of additional information, proxy statements, reports of shareholders, certified copies of their financial statements, and such other information with regard to their affairs and that of the Trust as the Subadviser may reasonably request.

6. Proxy Voting. Subject to the prior approval by the Board of Trustees of the Trust and upon thirty (30) days’ written notice to the Subadviser (or such lesser or longer notice as is acceptable to the Subadviser), the Adviser reserves the right to delegate to the Subadviser responsibility for exercising voting rights for all or a specified portion of the securities held by a Portfolio. To the extent so delegated, the Subadviser will exercise voting rights with respect to securities held by a Portfolio in accordance with the Subadviser’s written proxy voting policies and procedures, subject to such reasonable reporting and other requirements as shall

be established by the Adviser. To the extent the Adviser retains the responsibility for voting proxies, the Subadviser agrees to provide input on certain non-routine proxy voting matters or proposals as may be reasonably requested by the Adviser.

7. Certain Records. The Subadviser hereby undertakes and agrees to maintain, in the form and for the period required by Rule 31a-2 under the Act, all records relating to the investments of the Portfolio(s) that are required to be maintained by the Trust pursuant to the requirements of Rule 31a-1 of the Act. Any records required to be maintained and preserved pursuant to the provisions of Rule 31a-1 and Rule 31a-2 promulgated under the Act which are prepared or maintained by the Subadviser on behalf of the Trust will be provided promptly to the Trust or the Adviser upon request.

The Subadviser agrees that all accounts, books and other records maintained and preserved by it, and related to the Portfolio(s), as required hereby shall be subject at any time, and from time to time, to such reasonable periodic, special and other examinations by the SEC, the Trust’s auditors, the Trust or any representative of the Trust, the Adviser, or any governmental agency or other instrumentality having regulatory authority over the Trust.

8. Reference to the Subadviser. The parties agree that the names of the Subadviser and its affiliates and the Subadviser’s and its affiliates’ logos, trademarks, service marks or trade names and any derivatives of such (altogether “Subadviser Property”) are the valuable property of the Subadviser and its affiliates. The Adviser and the Trust may use Subadviser Property only: (1) to identify Subadviser as the subadviser to a Portfolio as required by law or governmental regulations; (2) in marketing materials for a Portfolio provided that such use is limited to: (a) identifying Subadviser and the services performed for the Portfolio by the Subadviser; and (b) providing biographical information about the Subadviser that is accurately derived from information provided by or made public by Subadviser or its affiliates; and (3) to name the Portfolio. Any other use of Subadviser Property must be expressly pre-approved in writing by Subadviser. Any change in any approved use of Subadviser Property including, without limitation, change in the name of a Portfolio, requires prior approval in writing by the Subadviser. Upon termination of this Agreement, the Adviser and the Trust shall forthwith cease to use Subadviser Property. If the Adviser or the Trust makes any unauthorized use of Subadviser Property, the parties acknowledge that the Subadviser and its affiliates shall suffer irreparable harm for which monetary damages may be inadequate and thus, the Subadviser and its affiliates shall be entitled to injunctive relief, as well as any other remedy available under law.

9. Liability of the Subadviser. (a) Except as may otherwise be provided by Section 36(b) of the Act concerning loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services, in the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties (“disabling conduct”) hereunder on the part of the Subadviser (and its officers, directors/trustees, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Subadviser) the Subadviser shall not be subject to liability to the Adviser (and its officers, directors/trustees, agents, employees, controlling persons, shareholders and any other person or entity

affiliated with the Adviser) or to the Trust (and its officers, directors/trustees, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Trust) for any act or omission in the course of, or connected with, rendering services hereunder, including without limitation, any error of judgment or mistake of law or for any loss suffered by any of them in connection with the matters to which this Agreement relates. Except for such disabling conduct, the Adviser shall indemnify and hold harmless the Subadviser (and its officers, directors, partners, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Subadviser) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising from, or in connection with, the Subadviser’s rendering of services under this Agreement.

(b) The Subadviser agrees to indemnify and hold harmless the Adviser (and its officers, directors/trustees, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Adviser) and/or the Trust (and its officers, directors/trustees, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Trust) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the Adviser and/or the Trust and their affiliates or such directors/trustees, officers or controlling person may become subject under the Act, the 1933 Act, under other statutes, common law or otherwise, which arise from the Subadviser’s disabling conduct hereunder, including but not limited to any material failure by the Subadviser to comply with the provisions and representations and warranties set forth in Section 1 of this Agreement; provided, however, that in no case is the Subadviser’s indemnity in favor of any person deemed to protect such other persons against any liability to which such person would otherwise be subject by reasons of willful misfeasance, bad faith, or gross negligence in the performance of his, her or its duties or by reason of his, her or its reckless disregard of obligations and duties under this Agreement.

10. Term of the Agreement. This Agreement shall continue in full force and effect with respect to each Portfolio until two (2) years from the date hereof, and from year to year thereafter so long as such continuance is specifically approved at least annually (i) by the vote of a majority of those Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio voting separately from any other series of the Trust.

continued effectiveness of this Agreement with respect to each other Portfolio subject hereto. This Agreement shall automatically terminate in the event of its assignment (as defined by the Act).

This Agreement will terminate in the event that the Advisory Agreement by and between the Trust and the Adviser is terminated.

11. Severability. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby.

12. Amendments. This Agreement may be amended by mutual consent in writing, but the consent of the Trust must be obtained in conformity with the requirements of the Act.

14. Legal Matters. The Subadviser will not take any action or render advice involving legal action on behalf of the Trust with respect to securities or other investments held in a Portfolio or the issuers thereof, which become the subject of legal notices or proceedings, including securities class actions and bankruptcies.

15. Personal Liability. The Declaration of the Trust establishing the Trust (the “Declaration”), is on file in the office of the Secretary of the Commonwealth of Massachusetts, and, in accordance with that Declaration, no Trustee, shareholder, officer, employee or agent of the Trust shall be held to any personal liability, nor shall resort be had to their private property for satisfaction of any obligation or claim or otherwise in connection with the affairs of the Trust, but the “Trust Property,” as defined in the Declaration, only shall be liable.

16. Separate Series. Pursuant to the provisions of the Declaration, each Portfolio is a separate series of the Trust, and all debts, liabilities, obligations and expenses of a particular Portfolio shall be enforceable only against the assets of that Portfolio and not against the assets of any other Portfolio or of the Trust as a whole.

broker-dealers or third party firms conducting due diligence on the Portfolio; provided that such recipients must agree to protect the confidentiality of such confidential information and use such information only for the purposes of providing services to the Portfolio; provided, further, however, this covenant shall not apply to information which: (i) has been made publicly available by the other party or is otherwise in the public domain through no fault of the disclosing party; (ii) is within the legitimate possession of the disclosing party prior to its disclosure by such party and without any obligation of confidence; (iii) is lawfully received by the disclosing party from a third party when, to the best of such party’s knowledge and belief, such third party was not restricted from disclosing the information to such party; (iv) is independently developed by the disclosing party through persons who have not had access to, or knowledge of, the confidential information; or (v) is approved in writing for disclosure by the other party prior to its disclosure.

pending disclosure in writing and cooperate in all reasonable respects (and at such other party’s expense) with such other party in seeking to obtain a protective order either precluding such disclosure or requiring that the confidential information so disclosed be maintained as confidential or used only for the purposes related to the action, investigation or proceeding).

(e) For purposes of this Agreement, “Representatives” with respect to a party means such party’s representatives, directors, officers, investment and advisory committee members, employees, fund participants, rating agencies, professional advisers (including lawyers, accountants and investment bankers), affiliates or agents of such party who have a need-to-know confidential information. A party shall be responsible for enforcing compliance with this Agreement by its Representatives, if and to the extent such party has disclosed confidential information to any of them. The terms of this Section 17 are in addition to the terms of any other agreements between the parties or their affiliates.


Subadviser:		Wellington Management Company LLP
		280 Congress Street
		Boston, MA 02210
		Attention: Legal and Compliance
		Email address: WRTSunAmerica@wellington.com


Adviser:		SunAmerica Asset Management, LLC
		30 Hudson Street, 16th Floor
		Jersey City, NJ 07302
		Attention: General Counsel
		Email address: SaamcoLegal@corebridgefinancial.com

20. Use of the Services of Others. In rendering the services required under this Agreement, Subadviser may, consistent with applicable law from time to time, employ, delegate, or associate with itself such affiliated or unaffiliated person or persons as it believes reasonably necessary to assist it in carrying out its obligations under this Agreement; provided, however, that any such delegation shall not involve any such person serving as an “adviser” to the Portfolio within the meaning of the Act. Subadviser shall remain liable to Adviser for the performance of Subadviser’s obligations hereunder, to the extent specified in this Agreement, and Adviser shall not be responsible for any fees that any such person may charge to Subadviser for such services.

21. Force Majeure. No party to this Agreement will be liable for any failure or delay in performing any of its obligations under or pursuant to the Agreement, and any such failure or delay in performing its obligations will not constitute a breach of the Agreement, if such failure or delay is due to an event outside its reasonable control, unless the response to such event is not in accordance with the party’s respective business continuity plan or other such policies and procedures. Any such non-performing party will be entitled to a reasonable extension of the time for performing such obligations. Events outside a party’s reasonable control include any event or circumstance that the party is unable to avoid using reasonable skill and care, including, but not limited to, acts of civil or military authority, national emergencies, fire, flood or other catastrophe, acts of God, terrorism, war or riots or severe or adverse weather conditions.

[Signature page follows]

EXHIBIT D

SUB-SUBADVISORY AGREEMENT FOR

SUNAMERICA SERIES TRUST

THIS AGREEMENT is made as of this 1^st day of January, 2026, among Franklin Advisers, Inc., a Delaware limited liability company with its principal place of business at One Franklin Parkway, San Mateo, California 94403 (the “Subadviser”), and Brandywine Global Investment Management, a limited liability company with its principal place of business at 2929 Arch Street, 8th Floor, Philadelphia, PA 19104 (the “Subadviser Affiliate”).

W I T N E S S E T H

WHEREAS, SunAmerica Asset Management, LLC, a Delaware limited liability company (the “Adviser”), has retained Subadviser as Subadviser to render investment advisory services to a portfolio of the SunAmerica Series Trust (the “Portfolio”), a Massachusetts business trust (the “Trust”) registered as an investment company under the Investment Company Act of 1940, as amended (the “1940 Act”) pursuant to a Sub-Advisory Agreement dated as of January 1st, 2026 (the “SunAmerica Advisory Agreement”); and

WHEREAS, Adviser requests that Subadviser employ Subadviser Affiliate, a registered investment adviser under the Investment Advisers Act of 1940 and a wholly owned affiliate of Franklin Resources, Inc., under which both Subadviser and Subadviser Affiliate are under common control, as its investment sub-adviser, and Subadviser Affiliate is willing to render investment sub-advisory services to Subadviser, subject to and in accordance with the terms and conditions of this Agreement.

NOW THEREFORE, in consideration of the mutual promises and undertakings set forth in this Agreement, Subadviser and Subadviser Affiliate hereby agree as follows:

1. Appointment of Subadviser Affiliate. Subadviser hereby employs Subadviser Affiliate as investment sub-adviser for the assets of the Portfolio, on the terms and conditions set forth herein, and subject to the direction of Subadviser. Subadviser Affiliate accepts such employment and agrees to render the services herein set forth, for the compensation herein provided.

2. Duties of Subadviser Affiliate.

(a) At the request of SunAmerica and subject to the oversight of the Trust’s Board of Trustees, Subadviser Affiliate shall act as sub-advisor in managing the investment and reinvestment of all or a portion of the assets of the Portfolio in accordance with the SunAmerica Advisory Agreement; to continuously review, supervise, and administer an investment program for the Portfolio; to determine in its discretion the securities to be purchased or sold and the portion of such assets to be held uninvested; to provide the Trust (either directly or through Subadviser) with all records concerning the activities of Subadviser Affiliate that the Trust is required to maintain; and to render or assist Subadviser in rendering

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regular reports to the Trust’s officers and the Board of Trustees concerning the discharge of Subadviser Affiliate’s responsibilities hereunder. Subadviser Affiliate agrees that all accounts, books and other records maintained and preserved by it, and related to the Portfolio(s), as required hereby shall be subject at any time, and from time to time, to such reasonable periodic, special and other examinations by the SEC, the Trust’s auditors, the Trust or any representative of the Trust, Adviser, Subadviser, or any governmental agency or other instrumentality having regulatory authority over the Trust. Subadviser Affiliate will discharge the foregoing responsibilities subject to the supervision and oversight of Subadviser or its designee identified in Section 2(b) below, the Trust’s officers and the Board of Trustees and in compliance with the objective, policies, and limitations set forth in the Portfolio’s prospectus and Statement of Additional Information, any additional operating policies or procedures that the Portfolio communicates to Subadviser Affiliate in writing (either directly or through Subadviser), and applicable laws and regulations. Subadviser Affiliate agrees to provide, at its own expense, the office space, furnishings and equipment, and the personnel required by it to perform the services on the terms and for the compensation provided herein. Subadviser Affiliate shall pay all expenses incurred by it in the performance of its duties under this Agreement.

(b) Subadviser Affiliate acknowledges and agrees that Subadviser is ultimately responsible for all aspects of providing to the Portfolio the services required of Subadviser under the SunAmerica Advisory Agreement. Subadviser Affiliate also acknowledges that Subadviser shall delegate certain or all of operational due diligence oversight of Subadviser Affiliate to Legg Mason & Co., LLC (LM & Co.), a wholly owned subsidiary of Legg Mason, Inc., which is a wholly owned subsidiary of Franklin Resources, Inc. Accordingly, Subadviser Affiliate shall discharge its duties and responsibilities specified in paragraph (a) of this Section 2 and elsewhere in this Agreement, subject at all times to the direction, control, supervision, and oversight of Subadviser, Adviser, and LM & Co., as applicable. In furtherance thereof, Subadviser Affiliate shall, without limitation, (i) make its offices available, upon reasonable request, to representatives of Subadviser, Adviser or LM & Co. for on-site inspections and consultations with the officers and applicable portfolio managers of Subadviser Affiliate responsible for the day-to-day management of the Portfolio, (ii) upon request, provide Subadviser, Adviser or LM & Co. with copies of all records it maintains regarding its management of the Portfolio and (iii) report to Subadviser each calendar quarter and at such other times as Subadviser may reasonably request regarding (A) Subadviser Affiliate’s implementation of the Portfolio’s investment program and the Portfolio’s portfolio composition and performance, (B) any policies and procedures implemented by Subadviser Affiliate to ensure compliance with United States securities laws and regulations applicable to Subadviser Affiliate and the Portfolio, (C) the Portfolio’s compliance with the objective, policies, and limitations set forth in the Portfolio’s prospectus and Statement of Additional Information and any additional operating policies or procedures that the Portfolio communicates to Subadviser Affiliate in writing (either directly or through Subadviser) and (D) such other matters as Subadviser may reasonably request.

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(c) Adviser and the Trust’s Valuation Committee shall have primary responsibility for valuation of the Portfolio’s assets. Subadviser Affiliate will be reasonably available to consult with Adviser, the Trust’s Valuation Committee to provide requested input concerning the valuation of portfolio securities where possible. In addition, Subadviser Affiliate will promptly notify Adviser (either directly or through Subadviser) in the event that Subadviser Affiliate becomes aware that the Portfolio is carrying a security at a value that Subadviser Affiliate believes does not fairly represent the price that could be obtained for the security in a current market transaction.

(d) Subadviser Affiliate agrees: (a) to maintain a level of errors and omissions or professional liability insurance coverage that, at all times during the course of this Agreement, is appropriate given the nature of its business, and (b) from time to time and upon reasonable request, to supply evidence of such coverage to Adviser or the Trust (either directly or throughSubadviser).

3. Securities Transactions. Among its responsibilities, Subadviser Affiliate shall select the brokers or dealers that will execute purchases and sales of securities for the Portfolio, and is directed to use its best efforts to obtain the best available price and most favorable execution for such transactions, subject to written policies and procedures provided to Subadviser Affiliate (either directly or through Subadviser), and consistent with Section 28(e) of the Securities Exchange Act of 1934. Subadviser Affiliate will promptly communicate or assist Subadviser in communicating to the Portfolio’s officers and the Board of Trustees such information relating to the portfolio transactions Subadviser Affiliate has directed on behalf of the Portfolio as Subadviser or such officers or the Board may reasonably request.

4. Compensation of Subadviser Affiliate. For the services to be rendered by Subadviser Affiliate as provided in this Agreement, Subadviser (and not the Trust or the Portfolio) will pay to Subadviser Affiliate fees in an amount and at the times specified in Schedule A hereto.

5. Compliance. Subadviser Affiliate agrees to comply with all policies, procedures, or reporting requirements that the Board of Trustees reasonably adopts and communicates to Subadviser Affiliate in writing (either directly or through Subadviser) including, without limitation, any such policies, procedures, or reporting requirements relating to soft dollar or other brokerage arrangements. “Applicable Law” means (i) the “federal securities laws” as defined in Rule 38a-l(e)(1) under the 1940 Act, as amended from time to time, and (ii) any and all other laws, rules, and regulations, whether foreign or domestic, in each case applicable at any time and from time to time to the investment management operations of Subadviser Affiliate in relation to the Portfolio.

6. Status of Subadviser Affiliate. The services of Subadviser Affiliate to Subadviser under this Agreement are not to be deemed exclusive, and Subadviser Affiliate will be free to render similar services to others so long as its services to Subadviser under this Agreement are not impaired thereby. Subadviser Affiliate will be deemed to be an independent contractor and will, unless otherwise expressly provided or authorized, have no authority to act for or represent the Portfolio in any way or otherwise be deemed an agent of the Portfolio or the Trust.

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7. Liability of Subadviser Affiliate. Subadviser Affiliate may rely on information reasonably believed by it to be accurate and reliable. Subadviser Affiliate shall not be liable for any error of judgment or mistake of law, or for any loss arising out of any investment or for any act or omission in the execution of securities transactions for the Portfolio, provided that nothing in this Agreement shall protect Subadviser Affiliate against any liability to Subadviser, Adviser or the Trust or its shareholders to which Subadviser Affiliate would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties hereunder. As used in this Section 7, the term “Subadviser Affiliate” shall include the identified affiliates of Subadviser Affiliate performing services for the Trust or the Portfolio contemplated hereby and the partners, shareholders, directors, officers and employees of Subadviser Affiliate and such affiliates identified in Schedule B hereto. The Subadviser Affiliate does not guarantee the future performance of the Portfolio or any specific level of performance, the success of any investment decision or strategy that the Subadviser Affiliate may use, or the success of the Subadviser Affiliate’s overall management of the Portfolio.

8. Duration; Termination; Novation; Notices; Amendment. Unless sooner terminated as provided herein, this Agreement shall continue in effect for so long as the SunAmerica Advisory Agreement remains in effect. Notwithstanding the foregoing, this Agreement may also be terminated, without the payment of any penalty, by Subadviser (i) upon 60 days’ written notice to Subadviser Affiliate; or (ii) upon material breach by Subadviser Affiliate of any representations and warranties set forth in this Agreement, if such breach has not been cured within 20 days after written notice of such breach; Subadviser Affiliate may terminate this Agreement at any time, without payment of any penalty, (1) upon 60 days’ written notice to Subadviser; or (2) upon material breach by Subadviser of any representations and warranties set forth in the Agreement, if such breach has not been cured within 20 days after written notice of such breach. This Agreement shall terminate automatically in the event of its assignment (as defined in the 1940 Act) or upon the termination of the SunAmerica Advisory Agreement. Additionally, this Agreement shall terminate automatically in the event of its novation to another party. Any notice under this Agreement will be given in writing, addressed and delivered, or mailed postpaid, to the other party as follows:

If to Subadviser, at:

Franklin Advisers, Inc.

One Franklin Parkway

San Mateo, California 94403

Attn: General Counsel

If to Subadviser Affiliate, at:

Brandywine Global Investment Management, LLC

2929 Arch Street, 8^th Floor

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Philadelphia, PA 19104

Attention: Legal Department

Telephone: 215-609-3500

This Agreement may be amended by mutual consent of the parties hereto.

9. Severability. If any provision of this Agreement will be held or made invalid by a court decision, statute, rule, or otherwise, the remainder of this Agreement will not be affected thereby.

10. Confidentiality. Subadviser Affiliate shall keep confidential any and all information obtained in connection with the services rendered hereunder and shall not disclose any such information to any person other than Subadviser, the Trust, the Board of Trustees, Adviser, and any director, officer, or employee of Subadviser, the Trust, or Adviser, except (i) with the prior written consent of the Trust, (ii) as required by law, regulation, court order, or the rules or regulations of any self-regulatory organization, governmental body, or official having jurisdiction over Subadviser or Subadviser Affiliate, or (iii) for information that is publicly available other than due to disclosure by Subadviser Affiliate or its affiliates or becomes known to Subadviser Affiliate from a source other than Subadviser, the Trust, the Board of Trustees, or Adviser.

11. Proxy Policy. Subadviser Affiliate acknowledges Adviser is responsible for voting, or abstaining from voting, all proxies with respect to companies whose securities are held in that portion of the Portfolio allocated to Subadviser by Adviser, but to the extent such responsibility is delegated to Subadviser, and in turn is delegated to Subadviser Affiliate, Subadviser Affiliate shall use its best good faith judgment to vote, or abstain from voting, such proxies in the manner that best serves the interests of the Portfolio’s shareholders. Subadviser Affiliate will be reasonably available in the event Adviser, on certain non-routine matters, needs to consult with Subadviser Affiliate prior to voting proxies relating to securities within the portion of the Portfolio allocated to Subadviser Affiliate.

12. Legal Matters. The Subadviser Affiliate will not take any action or render advice involving legal action on behalf of the Portfolio solely with respect to securities or other investments held in the Portfolio or the issuers thereof, which become the subject of legal notices or proceedings, including securities class actions and bankruptcies.

13. Certain Records.

(a) Subadviser Affiliate hereby undertakes and agrees to maintain, in the form and for the period required by Rule 31a-2 under the Act, all records relating to the investments of the allocated portion of the Portfolio(s) required to be maintained by the Trust pursuant to the requirements of Rule 31a-1 of the Act. Any records required to be maintained and preserved pursuant to the provisions of Rule 31a-1 and Rule 31a-2 promulgated under the Act which are prepared or maintained by Subadviser Affiliate on behalf of the Trust will be provided as soon as reasonably practicable to the Trust or Adviser (directly or through Subadviser) upon request.

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(b) Subadviser Affiliate agrees that all accounts, books and other records maintained and preserved by it, and related to the allocated portion of the Portfolio(s), as required hereby shall be subject at any time, and from time to time, to such reasonable periodic, special and other examinations by the SEC, the Trust’s auditors, the Trust or any representative of the Trust, Adviser (directly or through Subadviser), or any governmental agency or other instrumentality having regulatory authority over the Trust.

14. Use of the Services of Others. In rendering certain of the compliance oversight services required under this Agreement, Subadviser may, consistent with applicable law from time to time, employ, delegate, or associate with itself such affiliated or unaffiliated person or persons as it believes reasonably necessary to assist it in carrying out its obligations under this Agreement; provided, however, that any such delegation shall not involve any such person serving as an “adviser” to the Portfolio within the meaning of the 1940 Act.

15. Governing Law. All questions concerning the validity, meaning, and effect of this Agreement shall be determined in accordance with the laws (without giving effect to the conflict-of-interest law principles thereof) of the State of Delaware applicable to contracts made and to be performed in that state.

16. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall together constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Sub-Subadvisory Agreement to be executed as of the date first set forth herein.


FRANKLIN ADVISERS, INC.

By:		/s/ Edward Perks
Name: Edward Perks
Title: President and CIO

BRANDYWINE GLOBAL INVESTMENT MANAGEMENT, LLC

By:		/s/ Susan Wilchusky
Name: Susan Wilchusky
Title: Chief Operating Officer

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SUB-SUBADVISORY AGREEMENT FOR

SUNAMERICA SERIES TRUST

THIS AGREEMENT is made as of this 1^st day of January, 2026, among Franklin Advisers, Inc., a Delaware limited liability company with its principal place of business at One Franklin Parkway, San Mateo, California 94403 (the “Subadviser”), and ClearBridge Investments, LLC a Delaware limited liability company with its principal place of business at One Madison Avenue, New York, NY 10010 (the “Subadviser Affiliate”).

W I T N E S S E T H

NOW THEREFORE, in consideration of the mutual promises and undertakings set forth in this Agreement, Subadviser and Subadviser Affiliate hereby agree as follows:

2. Duties of Subadviser Affiliate.

required hereby shall be subject at any time, and from time to time, to such reasonable periodic, special and other examinations by the SEC, the Trust’s auditors, the Trust or any representative of the Trust, Adviser, Subadviser, or any governmental agency or other instrumentality having regulatory authority over the Trust. Subadviser Affiliate will discharge the foregoing responsibilities subject to the supervision and oversight of Subadviser or its designee identified in Section 2(b) below, the Trust’s officers and the Board of Trustees and in compliance with the objective, policies, and limitations set forth in the Portfolio’s prospectus and Statement of Additional Information, any additional operating policies or procedures that the Portfolio communicates to Subadviser Affiliate in writing (either directly or through Subadviser), and applicable laws and regulations. Subadviser Affiliate agrees to provide, at its own expense, the office space, furnishings and equipment, and the personnel required by it to perform the services on the terms and for the compensation provided herein. Subadviser Affiliate shall pay all expenses incurred by it in the performance of its duties under this Agreement.

(b) Subadviser Affiliate acknowledges and agrees that Subadviser is ultimately responsible for all aspects of providing to the Portfolio the services required of Subadviser under the SunAmerica Advisory Agreement. Subadviser Affiliate also acknowledges that Subadviser shall delegate certain or all of operational due diligence oversight of Subadviser Affiliate to its parent company, Franklin Resources, Inc., or its designated affiliates (collectively, “Franklin”). Accordingly, Subadviser Affiliate shall discharge its duties and responsibilities specified in paragraph (a) of this Section 2 and elsewhere in this Agreement, subject at all times to the direction, control, supervision, and oversight of Subadviser, Adviser, and Franklin, as applicable. In furtherance thereof, Subadviser Affiliate shall, without limitation, (i) make its offices available, upon reasonable request, to representatives of Subadviser, Adviser or Franklin for on-site inspections and consultations with the officers and applicable portfolio managers of Subadviser Affiliate responsible for the day-to-day management of the Portfolio, (ii) upon request, provide Subadviser, Adviser or Franklin with copies of all records it maintains regarding its management of the Portfolio and (iii) report to Subadviser each calendar quarter and at such other times as Subadviser may reasonably request regarding (A) Subadviser Affiliate’s implementation of the Portfolio’s investment program and the Portfolio’s portfolio composition and performance, (B) any policies and procedures implemented by Subadviser Affiliate to ensure compliance with United States securities laws and regulations applicable to Subadviser Affiliate and the Portfolio, (C) the Portfolio’s compliance with the objective, policies, and limitations set forth in the Portfolio’s prospectus and Statement of Additional Information and any additional operating policies or procedures that the Portfolio communicates to Subadviser Affiliate in writing (either directly or through Subadviser) and (D) such other matters as Subadviser may reasonably request.

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Affiliate becomes aware that the Portfolio is carrying a security at a value that Subadviser Affiliate believes does not fairly represent the price that could be obtained for the security in a current market transaction.

5. Compliance. Subadviser Affiliate agrees to comply with all policies, procedures, or reporting requirements that the Board of Trustees reasonably adopts and communicates to Subadviser Affiliate in writing (either directly or through Subadviser) including, without limitation, any such policies, procedures, or reporting requirements relating to soft dollar or other brokerage arrangements. “Applicable Law” means (i) the “federal securities laws” as defined in Rule 38a-1(e)(1) under the 1940 Act, as amended from time to time, and (ii) any and all other laws, rules, and regulations, whether foreign or domestic, in each case applicable at any time and from time to time to the investment management operations of Subadviser Affiliate in relation to the Portfolio.

7. Liability of Subadviser Affiliate. Subadviser Affiliate may rely on information reasonably believed by it to be accurate and reliable. Subadviser Affiliate shall not be liable

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for any error of judgment or mistake of law, or for any loss arising out of any investment or for any act or omission in the execution of securities transactions for the Portfolio, provided that nothing in this Agreement shall protect Subadviser Affiliate against any liability to Subadviser, Adviser or the Trust or its shareholders to which Subadviser Affiliate would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties hereunder. As used in this Section 7, the term “Subadviser Affiliate” shall include the identified affiliates of Subadviser Affiliate performing services for the Trust or the Portfolio contemplated hereby and the partners, shareholders, directors, officers and employees of Subadviser Affiliate and such affiliates identified in Schedule B hereto. The Subadviser Affiliate does not guarantee the future performance of the Portfolio or any specific level of performance, the success of any investment decision or strategy that the Subadviser Affiliate may use, or the success of the Subadviser Affiliate’s overall management of the Portfolio.

If to Subadviser, at:

Franklin Advisers, Inc.

One Franklin Parkway

San Mateo, California 94403

Attn: General Counsel

If to Subadviser Affiliate, at:

ClearBridge Investments, LLC

One Madison Avenue

New York, NY 10010

Attention: General Counsel

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This Agreement may be amended by mutual consent of the parties hereto.

9. Severability. If any provision of this Agreement will be held or made invalid by a court decision, statute, rule, or otherwise, the remainder of this Agreement will not be affected thereby.

13. Certain Records.

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15. Governing Law. All questions concerning the validity, meaning, and effect of this Agreement shall be determined in accordance with the laws (without giving effect to the conflict- of-interest law principles thereof) of the State of Delaware applicable to contracts made and to be performed in that state.

16. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall together constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Sub-Subadvisory Agreement to be executed as of the date first set forth herein.


FRANKLIN ADVISERS, INC.

By:		/s/ Edward Perks
Name: Edward Perks
Title: President and CIO

CLEARBRIDGE INVESTMENTS, LLC

By:		/s/ Nicole Tarallo
Name: Nicole Tarallo
Title: Managing Director - Head of Client Service

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FORM OF DELEGATION AGREEMENT

AGREEMENT (this “Agreement”) made as of the January 1, 2026, by and between MORGAN STANLEY INVESTMENT MANAGEMENT INC., a Delaware corporation (hereinafter referred to as the “Subadviser”), and MORGAN STANLEY INVESTMENT MANAGEMENT LIMITED, a company incorporated under the laws of England (hereinafter referred to as the “Local Manager”).

W I T N E S S E T H:

WHEREAS, the Subadviser and the Local Manager are engaged principally in rendering investment advisory services and are registered as investment advisers under the Investment Advisers Act of 1940, as amended (the “Advisers Act”); and

WHEREAS, the Local Manager is regulated by the Financial Conduct Authority in the United Kingdom; and WHEREAS, the Subadviser has entered into a subadvisory agreement (the “Subadvisory Agreement”) with SunAmerica Asset Management, LLC (the “Advisor”), dated January 1, 2026, with respect to the SunAmerica Series Trust – SA Morgan Stanley International Equities Portfolio (the “Fund”), which is a series of an open-end management investment company registered under the Investment Company Act of 1940, as amended (hereinafter referred to as the “Investment Company Act”), pursuant to which the Subadviser provides investment advisory services to the Fund; and

WHEREAS, the Local Manager is willing to provide investment advisory services to the Subadviser in connection with the Fund’s operations, on the terms and conditions hereinafter set forth and including the terms and conditions contained in the Annex to this Agreement; provided however, that nothing in this Agreement or the Annex to this Agreement shall authorize conduct prohibited under the Investment Company Act or the Advisers Act;

NOW THEREFORE, in consideration of the premises and the covenants hereinafter contained, the Local Manager and the Subadviser hereby agree as follows:

ARTICLE I

Duties of the Local Manager

The Subadviser hereby employs the Local Manager to act as discretionary investment manager to the Subadviser and to furnish the investment management services described below, subject to the broad supervision of the Subadviser, the Advisor and the Board of Trustees of the Fund (the “Board of Trustees” or the “Trustees”), for the period and on the terms and conditions set forth in this Agreement. The Local Manager hereby accepts such employment and agrees during such period, at its own expense, to render, or arrange for the rendering of, such services and to assume the obligations herein set forth for the compensation provided for herein. The Subadviser and its affiliates shall for all purposes herein be deemed a Professional Client as defined under the rules and guidance promulgated by the Financial Conduct Authority (hereinafter referred to as the “FCA Rules”). The Subadviser has the right

to request to be treated as a retail client. Classification as a retail client requires the Local Manager to exercise a higher level of protective care under the regulatory system. However, the Local Manager is not obliged to accept any such request. The Subadviser should be aware that professional clients will not be entitled to certain protections afforded by the FCA Rules to retail clients. For the avoidance of doubt, the Local Manager will, for purposes of the FCA Rules, only treat the Subadviser (but not the Fund) as its customer from both a regulatory and a contractual perspective. The Local Manager and its affiliates shall for all purposes herein each be deemed to be an independent contractor and shall, unless otherwise expressly provided or authorized herein, have no authority to act for or represent the Fund in any way or otherwise be deemed an agent of the Fund.

The Local Manager shall have full discretion, power and authority on behalf of the Fund to buy, sell, retain, exchange or otherwise deal in investments and other assets, make deposits, subscribe to issues and offers for sale and accept placings of any investments, enter into foreign currency transactions on a spot or forward basis, effect transactions on any markets, take all day to day decisions and otherwise act as the Local Manager judges appropriate in relation to the investment and reinvestment of the portfolio of assets of the Fund. This includes performing all acts and executing all documents which the Local Manager reasonably considers incidental thereto, including (without limitation) power to execute and deliver all applications, requests, or claims for refund, reduction, repayment or credit of, or exemption or relief from, any withholding tax or similar taxes in any jurisdiction in which such applications, requests or claims may be made. Subject to guidelines adopted by the Fund and unless requested by the Advisor, the Local Manager shall also make recommendations or take action as to the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the portfolio of assets of the Fund shall be exercised. All of the foregoing is subject always to the restrictions of the Declaration of Trust and By-Laws of the Fund, as they may be amended and/or restated from time to time and as provided to the Local Manager, the provisions of the Investment Company Act and the statements relating to the Fund’s investment objective(s), investment policies and investment restrictions as the same are set forth in the then-currently effective prospectus and statement of additional information relating to the shares of the Fund under the Securities Act of 1933, as amended (the “Prospectus” and “Statement of Additional Information”, respectively), the requirements of the Internal Revenue Code of 1986, as amended, and all other applicable U.S. federal and State laws and regulations, as well as to the supervision of the Subadviser, Advisor and the Board of Trustees.

The Local Manager will not hold money on behalf of the Subadviser or the Fund, nor will the Local Manager be the registered holder of the registered investments of the Subadviser or the Fund or be the custodian of documents or other evidence of title.

The Local Manager may, where reasonable, employ agents (including affiliates) to perform any administrative, dealing or ancillary services required to enable the Local Manager to perform its services under this Delegation Agreement.

ARTICLE II

Allocation of Charges and Expenses

The Local Manager assumes and shall pay for maintaining the staff and personnel necessary to perform its obligations under this Agreement and shall at its own expense provide the office space, equipment and facilities which it is obligated to provide under Article I hereof.

ARTICLE III

Compensation of the Local Manager

For the services rendered, the facilities furnished and expenses assumed by the Local Manager, the Subadviser shall pay to the Local Manager a fee with respect to the Fund in an amount to be determined from time to time by the Subadviser and the Local Manager, but in no event in excess of the amount that the Subadviser actually received for providing services to the Fund pursuant to the Advisory Agreement. The fee paid by the Subadviser to the Local Manager in respect to the Fund is set forth below, as may be amended from time to time.

The Fund may have portfolio managers from one or more Local Managers and from the Subadviser. The Subadviser will retain [omitted] of the subadvisory fee it receives from the Advisor. The remaining [omitted] will be split between the Subadviser and the Local Managers, and paid out on a monthly basis, based on the relative percentage of the “total amount of compensation” of the Fund’s portfolio managers. The “total amount of compensation” is comprised of base salary, plus cash bonus, plus long-term incentive compensation.

ARTICLE IV

Limitation of Liability of the Local Manager

No warranty is given by the Local Manager as to the performance or profitability of any Fund or any part thereof.

If a percentage restriction contained in a Fund’s investment objective(s) or investment restrictions (as the same are set forth in the Fund’s then-currently effective Prospectus and Statement of Additional Information) is adhered to at the time of investment, a later change in percentage resulting from a change in values or assets will not constitute a violation of such restriction.

Except as set forth herein, the Local Manager will not be responsible to the Subadviser or a Fund for the solvency, actions or omissions of any counterparty, broker, dealer, market-maker, bank, custodian or sub-custodian, with whom it transacts business on the Subadviser’s behalf, other than affiliates of the Local Manager.

Nothing in this Agreement will exclude or restrict any liability which the Local Manager has under the Financial Services and Markets Act 2000, FCA Rules or Regulatory System (as defined by FCA Rules) in relation to the Subadviser and which may not be excluded or restricted thereunder.

The Local Manager shall not be liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in the performance of investment advisory services rendered with respect to the Fund, except for willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder. The exception in the previous sentence shall apply to each limitation of the Local Manager’s liability contained in this Article IV. As used in this Article IV, the Local Manager shall include any affiliates of the Local Manager performing services for the Local Manager contemplated hereby and directors, officers and employees of the Local Manager and such affiliates.

It is understood and agreed that in furnishing the investment advice and other services as herein provided, the Local Manager shall use its best professional judgment to perform its obligations hereunder which will provide favorable results for the Fund. The Local Manager shall not be liable to the Fund or to any shareholder of the Fund to any greater degree than the Subadviser, and the Subadviser shall indemnify and hold the Local Manager harmless against any loss, liability or cost incurred by the Local Manager towards the Fund or to any shareholder of the Fund except to the extent that such loss, liability or cost arises from the Local Manager’s fraud, willful misfeasance, bad faith or gross negligence in the performance of the Local Manager’s duties hereunder.

ARTICLE V

Activities of the Local Manager

The services of the Local Manager to the Subadviser in connection with the operations of the Fund are not to be deemed to be exclusive, the Local Manager and any person controlled by or under common control with the Local Manager (for purposes of this Article V referred to as “affiliates”) being free to render services to others. It is understood that the Trustees and any officers, employees and shareholders of a Fund are or may become interested in the Local Manager and its affiliates, as directors, officers, employees and shareholders or otherwise and that directors, officers, employees and shareholders of the Local Manager and its affiliates are or may become similarly interested in a Fund, and that the Local Manager and directors, officers, employees, partners and shareholders of its affiliates may become interested in a Fund as shareholders or otherwise.

ARTICLE VI

Duration and Termination of this Agreement

This Agreement shall become effective with respect to the Fund as of the date first above written and shall remain in force until the termination of the Advisory Agreement (but

not later than two years after the date hereof), and thereafter, but only so long as such continuance is specifically approved at least annually by (i) the Board of Trustees of the Fund or by the vote of a majority of the outstanding voting securities of the Fund and (ii) a majority of those Trustees of the Fund who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval.

This Agreement may be terminated at any time, without the payment of any penalty, by the Board of Trustees of the Fund, by the Advisor, by the Subadviser, or by vote of a majority of the outstanding voting securities of the Fund, or by the Local Manager, on sixty days’ written notice to the other party. This Agreement shall automatically terminate in the event of its assignment or in the event of the termination of the Advisory Agreement. Any termination shall be without prejudice to the completion of transactions already initiated.

ARTICLE VII

Amendments to this Agreement

This Agreement may be amended by the parties only if such amendment is specifically approved by (i) the Board of Trustees of the Fund or by the vote of a majority of outstanding voting securities of the Fund and (ii) a majority of those Trustees who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval.

ARTICLE VIII

Definitions of Certain Terms

The terms “vote of a majority of the outstanding voting securities”, “assignment”, “affiliated person” and “interested person” used in this Agreement, shall have the respective meanings specified in the Investment Company Act and the rules and regulations thereunder, subject, however, to such exemptions as may be granted by the Securities and Exchange Commission under said Act.

ARTICLE IX

Governing Law

This Agreement shall be construed in accordance with the laws of the State of New York and the applicable provisions of the Investment Company Act. To the extent that the applicable laws of the State of New York, or any of the provisions herein, conflict with the applicable provisions of the Investment Company Act, the latter shall control.

DELEGATION AGREEMENT

ANNEX

1.	REGULATORY STATUS

The Local Manager is authorised and regulated by the Financial Conduct Authority (the “FCA”), the UK supervisory authority whose registered office is at 25 The North Colonnade, Canary Wharf, London, United Kingdom E14 5HS.

2.	ORDER EXECUTION

The Local Manager acknowledges its duty under the FCA Rules to take all reasonable steps to obtain the best possible result for the Subadviser (taking into account the factors prescribed in the FCA Rules) when executing orders resulting from decisions to deal in designated investments (as defined in the FCA Rules) and to act in accordance with the Subadviser’s best interests when placing orders in respect of designated investments with other persons for execution or when receiving and transmitting orders to other persons for execution. Information concerning the Local Manager’s policy for meeting those obligations (the “Order Execution Policy Disclosure Statement”) is included as Schedule 1. The Subadviser acknowledges receipt of the Order Execution Policy Disclosure Statement and confirms its consent to the matters described in it. For the avoidance of doubt and as set out in the Order Execution Policy Disclosure Statement, the Subadviser acknowledges that specific instructions from the Subadviser in relation to the execution of orders may prevent the Local Manager from following its execution policy in relation to such orders in respect of the elements of execution covered by the instructions.

The Local Manager will act in good faith and with due diligence in its choice and use of brokers or dealers (“Broker”) to place client orders or execute client transactions with. Subject thereto and to the FCA Rules, the Local Manager may execute or arrange for the execution of transactions for the Subadviser on such markets or exchanges (including markets or exchanges that are not Regulated Markets or MTFs) and with or through such Brokers (but excluding any Affiliate) as it thinks fit. All transactions will be effected in accordance with the rules and regulations of the relevant market or exchange, and the Local Manager may take all such steps as may be required or permitted by such rules and regulations and/or by appropriate market practice. For purposes of this Agreement, “Multilateral Trading Facility” (also “MTF”) has the meaning given in the FCA Rules (in summary, an investment exchange or multilateral trading platform other than a Regulated Market); and “Regulated Market” has the meaning given in the FCA Rules (in summary, an investment exchange or multilateral trading platform which, in either case, is regulated within the EEA as a “regulated market” under the Markets in Financial Instruments Directive).

The Subadviser expressly instructs the Local Manager not to make public immediately any limit order relating to transactions in respect of the Fund which is not immediately executed under prevailing market conditions where the Local Manager believes it is in the Subadviser’s interests not to do so.

The Local Manager may aggregate transactions for the Fund with transactions of other clients of the Local Manager and of its employees and of clients of its affiliate and its employees and will promptly allocate such aggregated transactions among the participating accounts on a fair and equitable basis in accordance its order allocation policy established in compliance with the requirements of the FCA Rules. The Subadviser recognises that the Local Manager will aggregate transactions only where it reasonably believes that it is likely that the aggregation will operate overall to the advantage of the Fund. However, on occasion the aggregation may operate to the disadvantage of the Fund in relation to a particular order. The Local Manager will provide a copy of its order allocation policy to the Subadviser upon request.

3.	DEALING ARRANGEMENTS

The Local Manager’s policy regarding its Dealing Arrangements, including details of the goods and services that relate to the execution of trades and those that relate to the provision of research are set out in Schedule 2. The Local Manager shall provide the Subadviser with details of its Dealing Arrangements with the frequency required by the FCA Rules. For purposes of this Agreement, “Dealing Arrangements” means arrangements entered into by the Local Manager as permitted by the FCA Rules for the receipt or payment of money, goods or services that relate to the execution of trades or the provision of research under which the Local Manager executes or arranges for the execution of orders in designated investments.

4.	MATERIAL INTERESTS

The Local Manager and any of its affiliates (an “Affiliate”) may, subject to the limitations of the U.S. Investment Company Act of 1940, as amended, and to the overriding principles of suitability and best execution and without prior reference to the Subadviser, effect transactions in which the Local Manager or Affiliate has, directly or indirectly, a material interest or a relationship of any description with another party, which may involve a potential conflict with the Local Manager’s duty to the Subadviser. Neither the Local Manager nor any Affiliate shall be liable to account to the Subadviser for any profit, commission or remuneration made or received from or by reason of such transactions or any connected transactions nor will the Local Manager’s fees, unless otherwise provided, be abated. For example, such potential conflicting interests or duties may arise because:

•

any of the Local Manager’s or Affiliate’s directors or employees is a director of, holds or deals in securities of, or is otherwise interested in any company whose securities are held or dealt in on behalf of the Subadviser;

•

the transaction is in the securities of a company for which an Affiliate has provided corporate finance advice, underwritten, managed or arranged an issue or offer for sale;

•

the Local Manager may act as agent for the Subadviser in relation to transactions in which it is also acting as agent for the account of other clients and/or an Affiliate;

•

the transaction is in units or shares of a collective investment scheme (regulated or unregulated) of which the Local Manager or any Affiliate is the manager, operator, banker, adviser, custodian or trustee; or

•

The Local Manager may act as agent for a counterparty and also act as agent on behalf of the Subadviser and in the course of so acting may charge a commission to either the counterparty or the Subadviser.

Nothing in the Agreement shall oblige the Local Manager or any Affiliate to accept responsibilities more extensive than those set out in the Agreement or shall give rise to any fiduciary or equitable duties which would prevent or hinder either: (i) the Local Manager or any Affiliate performing investment management or other services for any person or entity other than the Subadviser or from making investments on their own behalf and the performance of such services for others or investment on their own behalf will not be deemed to violate or give rise to any duty or obligation to the Subadviser; or (ii) the Local Manager effecting any transaction with or for the Subadviser with an Affiliate; or (iii) such Affiliate acting both as market-maker and broker, principal or agent, dealing with other Affiliates and other clients and generally effecting transactions as provided above nor from retaining any remuneration received in respect thereof.

5.	RECORDS AND REPORTS

5.1

The Local Manager will keep accurate and detailed records with respect to all receipts, investments, sales, disbursements and other transactions carried out by the Local Manager for the Subadviser or with the Fund including, but not limited to, as required by the Investment Company Act of 1940 and the Advisers Act and the rules thereunder.

5.2

All records held pursuant to this clause by the Local Manager shall be open to inspection by the Subadviser or the Fund and the Local Manager will provide the Subadviser and the Fund with such access as it itself has to records held by any relevant third party, in each case at reasonable times during business hours and upon the giving of reasonable notice by the Subadviser or the Fund.

5.3	The Local Manager shall, not later than 10 working days following the end of each calendar month, furnish to the Subadviser a statement showing all transactions that have occurred in the Fund and a monthly listing of all investments and cash balances held as of the end of such month.

5.4	The monthly statement will show the cost or amount realised (in the case of any relevant new purchase or sale) and, where available, the current value (where

applicable) of each investment held in the Fund and any income arising on the Fund’s account during the relevant calendar month, and will also include a statement showing the measure of the performance of the assets of the Fund. The basis of all valuations will be as stated in the first monthly statement, unless otherwise agreed.

5.5	The Local Manager will not provide the Subadviser with an individual trade confirmation of each portfolio transaction unless the Subadviser has specifically requested the Local Manager to do so.

6.	FORCE MAJEURE

The Local Manager shall not be responsible or liable to the Subadviser or a Fund for any failure or delay in the performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fires; floods; wars; civil or military disturbances; sabotage; epidemics; riots; interruptions, loss or malfunctions of utilities; computer (hardware or software) or communications services; accidents; labor disputes; acts of civil or military authority or governmental actions; it being understood that the Local Manager shall use reasonable efforts which are consistent with accepted practices in the investment management industry to resume performance as soon as practicable under the circumstances.

7.	COMPLAINTS

The Local Manager maintains procedures in accordance with FCA Rules for the effective consideration and handling of client complaints. Complaints will be considered promptly by the appropriate supervisory manager who is not personally involved in the subject matter of the complaint. Where appropriate, the complaint will be passed to the Compliance Officer.

8.	RECORDING OF TELEPHONE INSTRUCTIONS

All instructions received from the Subadviser by telephone will be binding as if received in writing. The Local Manager may record telephone conversations with the Subadviser and produce such recordings in evidence if the Local Manager sees fit to do so. In some circumstances, when the Subadviser is dealing with the Local Manager, data may be collected about the Subadviser and the Subadviser’s officers or employees indirectly from monitoring devices or other means (for example, telephone logs and recordings). In these circumstances, the data are not accessed on a routine basis but access is possible. Access could occur, for instance, in situations where the data are needed to clarify or confirm instructions provided by the Subadviser, for compliance or billing purposes.

9.	CONFIDENTIALITY AND DISCLOSURE

The Local Manager and the Subadviser undertake to keep private and confidential all information acquired in connection with this Agreement, and not to disclose such

information to any person except to the extent that:

(a)

the other party gives prior consent; or

(b)

the Local Manager is required to disclose the information by the FCA, the Bank of England, the London Stock Exchange or any other recognised investment exchange, the City Panel on Takeovers and Mergers or any other regulatory authority having jurisdiction over the Local Manager or the performance by it of its obligations under this Agreement or by English Law; or

(c)

disclosure to a counterparty to a transaction effected for the Fund is required as a condition to such transaction; or

(d)

disclosure is necessary to enable the Local Manager to perform its obligations under this Agreement.

10.

DATA PROTECTION

10.1	The Local Manager will, in connection with the Delegation Agreement, comply (where applicable) with the UK Data Protection Act 1998 and other applicable data protection laws and regulations (together, the “Data Protection Laws”).

10.2	The Subadviser will comply (where applicable) with the Data Protection Laws and (where applicable) take all reasonable steps to ensure that it has obtained all necessary consents for the Local Manager to process any personal data for the purposes of the Agreement.

11.

RISK DISCLOSURE

11.1

The Subadviser’s attention is drawn to Schedule 3 which provides important information as to the nature and risks of certain investments which may comprise the Fund and a description of certain provisions of the industry standard master agreements and their consequences. The Subadviser represents and warrants to the Local Manager that it has read, understood, and accepts the provisions of Schedule 3.

Schedule 1

ORDER EXECUTION POLICY DISCLOSURE STATEMENT

Transaction Execution Arrangements

Morgan Stanley Investment Management Limited (“MSIM”) has established and implemented transaction execution arrangements that are designed to allow MSIM to take all reasonable steps to obtain the best possible result when executing or placing orders as portfolio manager on behalf of its clients in relation to financial instruments that form part, or may become part, of one or more investment portfolios managed by MSIM for that or those clients (each a “Transaction”). For the purposes of this document: any reference to MSIM “executing an order” is a reference to MSIM, as agent, entering into a Transaction on behalf of a client with another person that acts as principal to that Transaction, any reference to MSIM “placing an order” is a reference to MSIM, as agent, arranging for a Transaction to be entered into by another person that acts as agent on behalf of a client when entering into that Transaction, and any reference to MSIM “effecting a Transaction” is a reference to MSIM either placing or executing an order.

As part of its transaction execution arrangements, MSIM has an order execution policy in place that is designed to ensure that MSIM complies with its duty to obtain the best possible result when effecting a Transaction for one or more clients (the “Order Execution Policy”).

This document is intended to provide MSIM’s clients with a summary of MSIM’s Order Execution Policy. Nothing herein is intended to place upon MSIM fiduciary or other duties or responsibilities over and above the specific obligations provided for in the investment management agreement between MSIM and a client.

The quality of execution

Where MSIM effects a Transaction for its professional clients, subject to any specific instructions received from a client, MSIM will determine the best possible result taking the following factors into account: (a) price; (b) costs; (c) speed; (d) likelihood of execution or settlement; (e) size of the Transaction; (f) nature of the Transaction; and (g) any other consideration relevant to the Transaction, including availability of liquidity, the impact on the market of the Transaction and MSIM’s operational costs.

Price is normally judged with reference to normal market size for the relevant financial instrument. Where trades are outside of normal market size and in sizeable volume or made on an over the counter basis, it is not generally possible to source a quote for price from Brokers because a declaration of intention to deal could result in market/security price sensitivity. As a result, MSIM must then determine what is likely to be the best execution venue without being able to get firm quotes, but there can be no guarantee that it will be.

In certain circumstances, the relevant execution venue may not be able to provide sufficient immediately available liquidity to carry the contemplated Transaction out in full at the time required. In addition, other circumstances may dictate that the best immediately available

price for a Transaction may not be the best possible result for that Transaction. Where, in MSIM’s opinion, those circumstances occur MSIM may need to split the Transaction up into multiple Transactions with a view to obtaining the best possible result in relation to the original Transaction by completing that Transaction over a period of time using a variety of execution venues.

MSIM will determine the relative importance of each factor using the following criteria: (a) the characteristics of the Subadviser; (b) the characteristics and nature of the Transaction, including whether any specific instructions are given by the Subadviser; (c) the characteristics of the financial instruments that are the subject of the Transaction; and (d) the characteristics of the execution venues to which the Transaction can be directed.

While MSIM will take all reasonable steps, based on the resources available to it, to satisfy itself that it has processes in place that can reasonably be expected to lead to the delivery of the best possible result, MSIM does not guarantee that it will always be able to obtain the best possible result in relation to each Transaction.

Specific Instructions

Where a client provides MSIM with a specific instruction in relation to a proposed Transaction or any particular aspect of that Transaction (including, but not limited to, a direction to execute on a particular venue) MSIM will effect that Transaction in accordance with those instructions. Specific instructions may prevent MSIM from following some or all of the steps provided for in the Order Execution Policy which are designed to obtain the best possible result in respect of the elements covered by those instructions.

In following such instructions, MSIM will be deemed to have taken all reasonable steps to provide the best possible result in respect of the relevant Transaction or aspect of that Transaction covered by the specific instructions. To the extent that specific instructions are not comprehensive, MSIM will determine any non-specified components in accordance with its Order Execution Policy.

Selection of Execution Venues

MSIM includes in its Order Execution Policy those execution venues (sources of liquidity) that enable MSIM to obtain on a consistent basis the best possible result in relation to the Transactions. MSIM may use one or more of the following venues types: (a) Regulated Markets; (b) Multilateral Trading Facilities; (c) Systematic Internalisers; (d) third party investment firms; and/or (e) non-EU entities performing similar functions. In this document, the terms “Regulated Market”, “Multilateral Trading Facility” and “Systematic Internaliser” have the meaning given to them in the Markets in Financial Instruments Directive.

Certain Transactions may be effected outside a Regulated Market or a Multilateral Trading Facility where MSIM believes it can achieve the best possible result by doing so.

MSIM assesses product-by-product which venues are likely to provide the best possible result, it also monitors the execution of all Transactions on that venue if an order has been placed

with another person and keeps informed of relevant market information. For certain financial instruments, there may be only one execution venue available and in such circumstances, MSIM will presume that it has obtained the best possible result if it effects a Transaction in that venue.

If a Transaction is effected by placing an order with another person for execution, MSIM will either determine the ultimate execution venue itself and instruct the other person accordingly, or MSIM will use all reasonable efforts to satisfy itself that the other person has arrangements in place to enable MSIM to comply with MSIM’s obligation to obtain the best possible result in relation to the relevant Transaction.

Approval of brokers, monitoring and review

MSIM’s Order Execution Policy provides for a broker approval procedure. Apart from a broker’s commission/commission equivalent rates, MSIM will consider the following matters when selecting and approving a broker: (a) reliability, integrity and reputation in the industry; (b) execution capabilities, including block positioning, speed of execution and quality and responsiveness of its trading desk; (c) knowledge of, and access to, the markets for the securities being traded; (d) ability to obtain price improvement; (e) ability to maintain confidentiality; (f) ability to handle non-traditional trades; (g) technology infrastructure; and (h) clearance and settlement capabilities.

In addition, in certain circumstances and in some markets, a broker’s research capabilities may be considered relevant factors in connection with the selection and approval of a broker. This may include a broker’s coverage of certain industries in which MSIM may seek to invest on behalf of its clients, the quality of the broker’s research, as well as the reputation and standing of the broker’s analysts, their investment strategies, timing, accuracy of statistical information and idea generation.

MSIM monitors the quality of the execution services provided by approved brokers and reviews each broker’s performance on a regular basis, taking the above factors into account. MSIM meets with the most significant brokers periodically to review the service and performance levels provided.

Commission Rates

MSIM effects Transactions on the basis of standard commission rates for specific markets. The rates are negotiated from time to time with each broker to ensure competitiveness, taking into account market trends whilst seeking a commercial balance so as to ensure the quality of services provided by the brokers.

Schedule 2

INFORMATION ABOUT MSIM’S USE OF DEALING COMMISSIONS AND

ACCEPTANCE OF NON-MONETARY BENEFITS FROM BROKERS

MSIM’s use of dealing commissions and non-monetary benefits

Morgan Stanley Investment Management Limited (“MSIM”) will from time to time execute or place orders with selected brokers as portfolio manager on behalf of its professional clients in relation to financial instruments that form part, or may become part, of one or more investment portfolios managed by MSIM for its clients (each so executed or placed order a “Transaction”).

Although MSIM’s investment decisions and the corresponding Transactions are primarily based upon fundamental analysis and a variety of primary and secondary information sources, external research and market intelligence from analysts employed by the brokers MSIM may engage to effect Transactions is valuable in helping to make informed investment decisions and in those circumstances, will enhance the quality of the Fund management service provided by MSIM to its clients. The available research covers sectors and markets in detail and may generate and stimulate new ideas and discussions. Some research services will be produced for all clients of the relevant broker, but the analysts may also provide research that has been tailored to MSIM’s specific request, including the ability to discuss corporate developments in the immediate aftermath of their announcement (together “Research Services”).

This document is intended to provide MSIM’s professional clients with information about the manner in which MSIM, when effecting Transactions, may make payments on behalf of its client to certain providers of Research Services and about certain non-monetary benefits that MSIM may receive from certain brokers in the course of its dealings with such brokers.

The conditions upon which dealing commissions will be paid to providers of Research Services

MSIM will only make payments to a broker in consideration of the provision of Research Services when it is satisfied using its reasonable judgement that the Research Services received in return for the payments will reasonably assist MSIM in the provision of its portfolio management services to the Subadvisers on whose behalf the relevant Transactions are being effected and do not, and are not likely to, impair compliance with the duty of MSIM to act in the best interests of its clients (including, without limitation, its obligation to take all reasonable steps to obtain the best possible result when effecting a Transaction).

The manner in which dealing commissions are paid to providers of research services

If the conditions for payment have been satisfied, the eligible providers of Research Services may be remunerated for the provision of Research Services as part of MSIM’s commission sharing arrangements. Under the commission sharing arrangements, MSIM will instruct participating brokers to record a certain portion of dealing commission that is received pursuant to the completion of a Transaction, based upon a previously agreed allocation, as research credits (each a “Pool”). Each of the participating brokers has undertaken to MSIM,

periodically, subject to an instruction from MSIM, to make payments from their Pool to providers of Research Services (including the administering broker itself) as MSIM may specify in the instruction(s). Any balance that may remain after allocation instructions have been carried out will be carried forward to the next period.

MSIM allocates the Pools based on a periodic assessment of the quality of the Research Services provided to MSIM by the participating brokers during that period. MSIM tends to consider, without limitation, the quality of the analyst service, the sales service, and the company meetings that have been arranged with senior management of companies in which MSIM invests for its clients. Decisions are being taken based on a voting system in which MSIM equity portfolio managers participate. As part of a relationship management effort, MSIM will meet periodically with those providers of Research Services that MSIM deems most significant.

The conditions upon which MSIM employees may accept non-monetary benefits from brokers

MSIM’s employees that interact with brokers may from time to time receive certain non-monetary benefits in the form of gifts. MSIM has detailed compliance procedures relating to the standard of conduct expected from employees in these circumstances which are designed to achieve that receipt of such gifts does not, and is not likely to, impair compliance with the duty of MSIM and its employees to act in the best interests of its clients. Most gifts are received during the holiday season and depending on the number received gifts are either put into a raffle or allocated between employees. Employees are allowed to accept invitations to attend sporting, artistic or entertainment events from suppliers and counterparties in accordance with guidelines and limits that are detailed in the policy.

Schedule 3

Information on the Nature and Risks of Certain Investments

The information contained in this notice cannot disclose everything about the nature and risks of all financial instruments in each Fund. Rather it is a general description of the nature and risks of financial instruments, which explains the nature of the specific types of instruments which the Subadviser may include in each Fund’s investment guidelines (the “Investment Guidelines”), as well as the risks particular to those instruments. The Subadviser should not include these financial instruments in the Investment Guidelines unless the Subadviser understand the nature of the financial instruments the Subadviser is permitting Morgan Stanley Investment Management Limited (“MSIM”) to enter into on the Subadviser’s behalf and the extent of the Subadviser’s exposure to risk. The Subadviser should also be satisfied that such financial instruments are suitable for each Fund in light of the Subadviser’s circumstances and financial position. Certain strategies, such as a spread position or “straddle”, may be as risky as a simple “long” or “short” position. While financial instruments can be utilised for the management of investment risk, certain financial instruments are unsuitable for certain investors. Different financial instruments involve different levels of exposure to risk, and in deciding whether to include such instruments in the Investment Guidelines, the Subadviser should be aware of the following points.

1.	GENERAL

1.1	Returns

The value of investments and the income from them may fluctuate and go down as well as up. There is no guarantee that the investment objective will actually be achieved or that the Subadviser will get back the amount initially invested. The value of investments may be affected by a variety of factors, including economic and political developments, interest rates and foreign exchange rates, as well as issuer-specific events.

1.2	Currency Risk

Investments denominated in currencies other than the Subadviser’s base currency carry the risk of exchange-rate movements. A movement in exchange rates may have a separate effect, unfavourable as well as favourable, on gains and losses in a Fund. Hedging techniques may, in certain circumstances, be limited or not be successful.

1.3	Investments which are not Readily Realisable

The market for some investments may be restricted or illiquid. Subject to the Investment Guidelines, MSIM may effect transactions in such investments for a Fund. There may be no readily available market and from time to time there may be difficulty in dealing in such investments or obtaining reliable information about the value and extent of risks associated with such investments.

2.	EQUITY SECURITIES AND DEBT SECURITIES

Buying equity securities (the most common form of which are shares) will mean that the Subadviser will become a member of the issuer company and participate fully in its economic risk. Holding equity securities will generally entitle the Subadviser to receive any dividend distributed each year (if any) out of the issuer’s profits made during the reference period.

On the other hand, buying debt securities (such as bonds and certificates of deposit) will mean that the Subadviser is, in effect, a lender to the company or entity that has issued the securities. Holding debt securities will entitle the Subadviser to receive specified periodic interest payments, as well as repayment of the principal at maturity.

Generally, holdings in equity securities will expose the Subadviser to more risk than debt securities since remuneration is tied more closely to the profitability of the issuer. In the event of insolvency of the issuer, the Subadviser’s claims for recovery of the Subadviser’s equity investment in the issuer will generally be subordinated to the claims of both preferred or secured creditors and ordinary unsecured creditors of the issuer.

There is an extra risk of losing money when shares are bought in some smaller companies, such as penny shares. There is a usually big difference between the buying price and the selling price of these shares. If they have to be sold immediately, the Subadviser may get back much less than was paid for them. The price may change quickly and it may go down as well as up.

Holdings in debt securities, on the other hand, generally risk not being remunerated only if the issuer is in a state of financial distress. Moreover, in the event of insolvency of the issuer, the Subadviser is likely to be able to participate with other creditors in the allotment of the proceeds from the sale of the company’s assets in priority to holders of equity securities.

If the Investment Guidelines allow MSIM to buy equity or debt securities the Subadviser will be exposed to both the specific risks associated with individual securities held (and the financial soundness of their issuers), as well as the systemic risks of the equity and debt securities markets.

3.	DERIVATIVES

3.1	Futures

Transactions in futures involve the obligation to make, or to take, delivery of the underlying asset of the contract at a future date, or in some cases to settle the Subadviser’s position with cash from a Fund or elsewhere. Transactions in futures carry a high degree of risk. The “gearing” or “leverage” often obtainable in futures trading means that a small deposit or down payment can lead to large losses as well as gains. It also means that a relatively small market movement can lead to a proportionately much larger movement in the value of the Subadviser’s investment, and this can work against the Subadviser as well as for the

Subadviser. Futures transactions have a contingent liability, and the Subadviser should be aware of the implications of this, in particular the margining requirements, which are described in paragraph 7.2 below.

3.2	Options

There are many different types of options with different characteristics subject to different conditions:

3.2.1

Buying Options:

Allowing MSIM to buy options involves less risk than allowing MSIM to sell options because, if the price of the underlying asset moves against the Subadviser, MSIM can simply allow the option to lapse. The maximum loss is limited to the premium, plus any commission or other transaction charges. However, if MSIM buys a call option on a futures contract for the Subadviser and later exercises the option, the Subadviser will acquire the future. This will expose the Subadviser to the risks described under “futures” and “contingent liability transactions”.

3.2.2

Writing Options:

If the Investment Guidelines allow MSIM to write an option for the Subadviser, the risk involved is considerably greater than buying options. The Subadviser may be liable for margin to maintain its position and a loss may be sustained well in excess of any premium received. By allowing MSIM to write an option on the Subadviser’s behalf, the Subadviser accepts a legal obligation to purchase or sell the underlying asset if the option is exercised against the Subadviser, however far the market price has moved away from the exercise price. If the Subadviser already owns the underlying asset which MSIM has contracted on the Subadviser’s behalf to sell as part of a Fund (known as “covered call options”) the risk is reduced. If the Subadviser does not own the underlying asset (known as “uncovered call options”) the risk can be unlimited. Only experienced persons should contemplate authorising MSIM to write uncovered options, and then only after securing full details of the applicable conditions and potential risk exposure.

3.2.3

Traditional Options:

A particular type of option (called a “traditional option”) is written by certain London Stock Exchange firms under special exchange rules. These may involve greater risk than other options. Two way prices are not usually quoted and there is no exchange market on which to close out an open position. It may be difficult to assess the value of a traditional option or for the seller of such an option to manage his exposure to risk. Again, the Subadviser should only provide for the Investment Guidelines to permit MSIM to invest in “traditional options” if the Subadviser is fully aware of the risks involved.

3.2.4

Margin:

Certain options markets operate on a margined basis, under which buyers do not pay the full premium on their option at the time they purchase it. In this situation a Fund (or the Subadviser if there are insufficient assets in the Fund) may subsequently be called upon to pay margin on the option up to the level of the Subadviser’s premium. If the Subadviser fails to do so as required, the Subadviser’s position may be closed or liquidated in the same way as a futures position.

3.3	Contracts for Differences:

A contract for difference is a contract between two parties, buyer and seller, stipulating that the seller will pay to the buyer the difference between the current value of an asset and its value at contract time. Contracts for differences allow investors to take long or short positions, and unlike futures contracts have no fixed expiry date or contract size. Trades are conducted on a leveraged basis and these contracts can only be settled in cash. Investing in a contract for differences carries the same risks as investing in a future or option and the Subadviser should be aware of these as set out in paragraphs 3.1 and 3.2 respectively. Transactions in contracts for differences may also have a contingent liability and the Subadviser should be aware of the implications of this as set out in paragraph 7.2 below. As with many leveraged products, maximum exposure is not limited to the initial investment; it is possible to lose more than one put in.

3.4	Off-Exchange Transactions in Derivatives:

It may not always be apparent whether or not a particular derivative is on or off-exchange.

While some off-exchange markets are highly liquid, transactions in off-exchange or non transferable derivatives may involve greater risk than investing in on-exchange derivatives because there is no exchange market on which to close out an open position. It may be impossible to liquidate an existing position, to assess the value of the position arising from an off-exchange transaction or to assess the exposure to risk. Bid and offer prices need not be quoted, and even where they are, they will be established by dealers in these instruments and consequently it may be difficult to establish what a fair price is. The Subadviser should only permit MSIM in the Investment Guidelines to invest a Fund in off-exchange derivatives transactions if the Subadviser is fully aware of the risks involved.

3.5	ISDA Master Agreement

Where the Subadviser permits MSIM under the Investment Guidelines to enter into derivative transactions, these may be of the type that may be governed by the ISDA Master Agreement. The ISDA Master Agreement is a standard agreement commonly used in the derivatives market which sets forth key provisions governing the contractual relationship between the parties to such agreement, including each of their rights, liabilities and obligations. If MSIM enters into derivative transactions on the Subadviser’s behalf, MSIM may also enter into a Credit Support Annex. The Credit Support Annex is an annex to the ISDA Master Agreement and is used to document bilateral credit support arrangements between parties for transactions governed by an ISDA Master Agreement.

On each date on which a derivatives transaction is entered into, the Subadviser will be deemed to have given various representations and undertakings to each counterparty with whom MSIM enters into an ISDA Master Agreement on the Subadviser’s behalf.

In certain circumstances, the Subadviser may be required to pay an additional amount or receive a payment from which an amount is required to be deducted or withheld, in each case in respect of any deduction or withholding for on account of any tax, or be required to pay any stamp tax levied or imposed in respect of the execution or performance of the ISDA Master Agreement.

Markets and exchanges require that anyone trading in derivatives must advance collateral as security for initial and variation margin requirements. MSIM has been authorised to instruct the Subadviser’s custodian to advance cash or other collateral acceptable to the counterparty or broker to meet margin payments as required by the rules and regulations of any market or exchange on which derivatives are dealt by MSIM as the Subadviser’s agent. If, under the rules and regulations of any exchange or market, adverse price movements occur and margin calls are made and insufficient funds are available in the Portfolio to meet such margin calls, MSIM may request that the Subadviser make additional funds immediately available until assets can be realised to cover the related margin call. If the Subadviser fails to makes such funds available, the Subadviser’s positions may be closed out and liquidated, resulting in a loss to the Portfolio for which MSIM shall not be liable.

4.	WARRANTS

If the Investment Guidelines so permit, MSIM may effect transactions in warrants for a Fund.

4.1	Warrants:

A warrant is a time-limited right to subscribe for shares, debentures, loan stock or government securities, and is exercisable against the original issuer of the securities. Warrants often involve a high degree of gearing, so that a relatively small movement in the price of the underlying security results in a disproportionately large movement, favourable or unfavourable in the price of the warrant. The prices of warrants can therefore be volatile. The Subadviser should not include warrants in the Investment Guidelines unless the Subadviser is prepared for a Fund to sustain a total loss of the money the Subadviser has invested plus any commission or other transaction charges. Some other instruments are also called warrants but are actually options (for example, a right to acquire securities which is exercisable against someone other than the original issuer of the securities, often called a “covered warrant”).

If the Subadviser is considering including warrants in the Investment Guidelines, it is essential to understand that the right to subscribe which a warrant confers is invariably limited in time. Therefore, if the Subadviser fails to exercise this right within the pre-determined time scale, the investment becomes worthless.

4.2	Off-Exchange Transactions:

Transactions in off-exchange warrants may involve greater risk than dealing in exchange traded warrants because there is no exchange market through which to liquidate the Subadviser’s position or to assess the value of the warrant or the exposure to risk. Bid and offer prices need not be quoted, and even where they are, they will be established by dealers in these instruments and consequently it may be difficult to establish what a fair price is. The Subadviser should only permit MSIM in the Investment Guidelines to invest a Fund in off-exchange warrants if the Subadviser is fully aware of the risks involved.

5.	COLLECTIVE INVESTMENT SCHEMES

Collective investment schemes (such as investment funds and open-ended investment companies) invest funds paid by purchasers of units or shares in the collective investment scheme in the various types of asset provided for in their rules or investment plans. As such, collective investment schemes generally allow unit holders and shareholders to achieve a high degree of diversification at a relatively low cost. Open- ended investment funds, for example, allow savers to invest or disinvest by buying or selling fund units on the basis of the value of a unit, plus or minus relevant commissions (the value of the unit being obtained by dividing the value of the entire portfolio managed by a Fund, calculated at market prices, by the number of units in circulation).

Allowing MSIM to purchase units or shares in a collective investment scheme will expose the Subadviser to the risks associated with the nature of the financial instruments in which the collective investment scheme invests and, where relevant, their concentration in a particular sector, country, region or asset class. Before allowing MSIM to invest in collective investment schemes, the Subadviser should make itself fully aware of the risks associated with collective investment schemes, including without limitation, the general risks identified in paragraph 1 above.

6.	EXCHANGE TRADED FUNDS

Exchange traded funds (“ETFs”) are closed-ended collective investment schemes, traded as shares on stock exchanges, and typically replicate a stock market index, market sector, commodity or basket of assets. As such, they generally combine the flexibility and tradeability of a share with the diversification of a collective investment scheme. Where the Investment Guidelines permit MSIM to purchase ETFs, the Subadviser will be exposed to similar risks as detailed in respect of equity securities and collective investment schemes, as well as the general risks detailed in paragraph 1.

7.	MISCELLANEOUS

7.1	Overseas Markets:

Overseas markets may involve different risks to the Subadviser’s home markets. In some cases the risks will be greater. In drafting the Investment Guidelines to permit MSIM to invest

in overseas markets the Subadviser should make itself fully aware of the risks and protections (if any) which will operate in any relevant overseas markets. The potential for profit or loss from transactions on overseas markets or in contracts denominated other than in a Fund’s base currency will be affected by fluctuations in overseas exchange rates against the Fund’s base currency.

7.2	Contingent Liability Investments:

Contingent liability investments are derivatives under the terms of which the Client will or may be liable to make further payments (other than charges, and whether or not secured by margin) when the transaction falls to be completed or upon the earlier closing out of the Subadviser’s position. Contingent liability investments which are margined require a Fund (or the Subadviser if there are insufficient assets in the Fund) to make a series of payments against the purchase price, instead of paying the whole purchase price immediately.

If the Subadviser permits MSIM, as part of the Investment Guidelines, to trade for a Fund in futures, contracts for differences or write or otherwise deal on margin in options for the Fund, the Subadviser may sustain a total loss of the margin which MSIM, on the Subadviser’s behalf, deposits with a broker to establish or maintain a position. If the market moves against the Subadviser, the Subadviser may be called upon to pay out of the Fund (or the Subadviser’s other assets if there are insufficient assets in the Fund) substantial additional margin at short notice to maintain the position. If the Subadviser fails to do so within the time required, the Subadviser’s position may be liquidated at a loss and the Subadviser will be liable for any resulting deficit.

Even if a transaction is not margined, it may still carry an obligation to make further payments in certain circumstances over and above any amount paid when the contract was entered into. Contingent liability investments which are not traded on or under the rules of a regulated market may expose the Subadviser and the Fund to substantially greater risks.

7.3	Collateral:

If the Subadviser permits MSIM as part of the Investment Guidelines to enter into transactions which require the Subadviser to deposit collateral as security with a broker, the way in which such collateral will be treated will vary according to the type of transaction and where it is traded. There could be significant differences in the treatment of the Subadviser’s collateral depending on whether the trading is on a regulated market, with the rules of that market (and associated clearing house) applying, or is off-exchange. Deposited collateral may lose its identity as the Subadviser’s property once dealings on the Subadviser’s behalf are undertaken. Even if the Subadviser’s dealings should ultimately prove profitable, the Subadviser may not get back the same assets which MSIM deposited on the Subadviser’s behalf and may have to accept payment in cash.

7.4	Commissions:

The Subadviser is liable for all commissions and it may be the case that charges are not expressed in money terms (but for example, as a percentage of contract value). In the case of futures, when commission is charged as a percentage, it will normally be as a percentage of the total contract value, and not simply as a percentage of the Subadviser’s initial payment.

7.5	Suspensions of Trading:

Under certain trading conditions or the application of certain rules in force in some markets (such as circuit breakers) it may be difficult or impossible for MSIM to liquidate a position held for the Subadviser. This may occur, for example, at times of rapid price movement if the price of an investment rises or falls in one trading session to such an extent that under the rules of the relevant exchange trading of that investment is suspended or restricted. Further, MSIM placing a stop-loss order on the Subadviser’s behalf will not necessarily limit losses to the intended amounts because market conditions may make it impossible to execute such an order at the stipulated price. Most electronic and auction trading systems are supported by computerised systems for order routing and trade checking, recording and clearing. Like all automated procedures, these systems are subject to the risk of stoppages and malfunctions, which may result in the Subadviser’s orders not being executed in accordance with MSIM’s instructions or remaining unexecuted.

7.6	Clearing House Protections:

On many exchanges, the performance of a transaction by a broker (or the third party with whom he is dealing on the Subadviser’s behalf) is “guaranteed” by the exchange or its clearing house. However, this guarantee is unlikely in most circumstances to cover the Subadviser and may not protect the Subadviser if the broker or another party defaults on its obligations to the Subadviser. There is no clearing house for traditional options, nor normally for instruments which are not traded under the rules of a recognised or designated investment exchange.

7.7	Insolvency:

A derivative broker’s insolvency or default, or that of any other brokers involved with the Subadviser’s transaction, may lead to positions being liquidated or closed out without the Subadviser’s or MSIM’s consent or knowledge. In certain circumstances, the Subadviser may not get back the actual assets which the Subadviser lodged as collateral and the Subadviser may have to accept any available payment in cash.

SUB-SUBADVISORY AGREEMENT

AGREEMENT made as of the 1^st day of January 2026

WHEREAS, Pacific Investment Management Company LLC, a Delaware limited liability company (the “Subadviser”) has been retained by SunAmerica Asset Management, LLC (formerly known as SunAmerica Asset Management Corp.), a Delaware limited liability company (the “Adviser”), as a subadviser, to provide investment advisory services to the SA PIMCO RAE International Value Portfolio (formerly, SA Templeton Foreign Value Portfolio) (the “Portfolio”), a series of the SunAmerica Series Trust, a Massachusetts business trust registered under the Investment Company Act of 1940, as amended (the “1940 Act”) as an open-end management investment company (the “Trust”), pursuant to an investment subadvisory agreement dated January 1, 2026, as amended from time to time (the “Investment Subadvisory Agreement”);

WHEREAS, the Portfolio seeks to achieve its investment objective in whole or in part by investing all or a portion of its assets consistent with the Portfolio’s RAE Fundamental investment strategy described in the Portfolio’s Prospectus (as defined below), which is an investment strategy related to a methodology developed by Research Affiliates, LLC, a California limited liability company (“Sub-Subadviser”);

WHEREAS, the Subadviser wishes to retain the Sub-Subadviser to assist the Subadviser in providing investment advisory services in connection with the Portfolio, including, but not limited to, the provision of a model portfolio (“Indicative Portfolio”) for the Portfolio (all such services collectively “Advisory Services”);

WHEREAS, the Sub-Subadviser is registered as an investment adviser under the Investment Advisers Act of 1940, as amended, and rules and regulations thereunder (“Advisers Act”); and

WHEREAS, the Sub-Subadviser is willing to provide such Advisory Services to the Subadviser upon the terms and conditions set forth below and for the compensation set forth in Exhibit A attached hereto, as may be amended from time to time.

NOW THEREFORE, in consideration of the promises and mutual covenants herein contained, it is agreed between the Subadviser and the Sub-Subadviser as follows:

1. The Trust is an open-end investment company which has separate investment portfolios. Additional investment portfolios may be established in the future. This Agreement shall pertain to the Portfolio. The Trust engages in the business of investing and reinvesting the assets of the Portfolio in the manner and in accordance with the investment objective and restrictions applicable to the Portfolio as specified in the currently effective prospectus (the “Prospectus”) for the Trust included in the registration statement, as amended from time to time (the “Registration Statement”), filed by the Trust under the 1940 Act and the Securities Act of 1933, as amended (the “1933 Act”). Copies of the documents referred to in the preceding sentence have been furnished to the Sub-Subdviser. Any amendments to those documents shall be furnished to the Sub-Subdviser promptly.

2. The Subadviser hereby appoints the Sub-Subadviser to provide Advisory Services specified in this Agreement and the Sub-Subadviser hereby accepts such appointment and agrees to render the services herein set forth.

(a) The Sub-Subadviser shall, at its expense: (i) employ or associate with itself such persons as it believes appropriate to assist it in performing its obligations under this Agreement; and (ii) provide all services, equipment and facilities necessary to perform its obligations under this Agreement. The Sub-Subadviser may from time to time seek research assistance and rely on investment management resources available to it through its affiliated companies, but in no case shall such reliance relieve the Sub-Subadviser of any of its obligations hereunder, nor shall the Subadviser or the Portfolio be responsible for any additional fees or expenses hereunder as a result. In all cases, the Sub-Subadviser shall remain liable as if such services were provided directly.

(b) The Sub-Subadviser shall not retain any other person to serve as an investment adviser or sub-adviser to the Portfolio, except pursuant to a written agreement among the Subadviser, Sub-Subadviser and such other person. It is understood and contemplated that the parties may enter into one or more separate agreements with a third-party for the provision of certain portfolio implementation services that are consistent with the Advisory Services set forth in Section 4 of this Agreement. The Sub-Subadviser shall not pay any fee, based on the assets of a Portfolio, to any person providing research and/or investment advice to the Sub-Subadviser without the express written consent of the Subadviser.

(c) The Sub-Subadviser shall not be required to pay any expenses of a Portfolio other than those specifically allocated to the Sub-Subadviser in this Agreement. In particular, but without limiting the generality of the foregoing, the Sub-Subadviser shall not be responsible, except to the extent of the reasonable compensation of such of the Trust’s employees (if any) as are officers or employees of the Sub-Subadviser whose services may be involved, for any of the following expenses of a Portfolio: compensation of the Trustees who are not affiliated with the Sub-Subadviser or any of its affiliates; taxes and governmental fees; interest charges; fees and expenses of a Portfolio’s independent registered public accounting firm and legal counsel; trade association membership dues; fees and expenses of any custodian (including maintenance of books and accounts and calculation of the net asset value of shares of a Portfolio), transfer agent, registrar and dividend disbursing agent of a Portfolio; expenses of issuing, selling, redeeming, registering and qualifying for sale shares of beneficial interest in a Portfolio; expenses of preparing and printing share certificates, prospectuses and reports to shareholders, notices, proxy statements and reports to regulatory agencies; the cost of office supplies, including stationery; travel expenses of all officers, Trustees and employees; insurance premiums; brokerage and other expenses of executing portfolio transactions; expenses of shareholders’ meetings; organizational expenses; and extraordinary expenses. Notwithstanding the foregoing, the Sub-Subadviser will be responsible for any costs or other expenses charged to the Portfolio that are caused by the Sub-Subadviser.

(a) Subject to the supervision of the Subadviser, the Sub-Subadviser shall provide to the Portfolio Advisory Services, including investment guidance and policy direction in connection with the management of the Portfolio, oral and written research, analysis, advice, and statistical and economic data and information.

(b) Consistent with the investment objectives, policies and restrictions applicable to the Portfolio and as stated in the Portfolio’s Registration Statement, the Sub-Subadviser shall be responsible for providing the Subadviser, or the Portfolio Implementer (as defined below) if so retained, with an Indicative Portfolio for the strategy of the Portfolio. Such Indicative Portfolio shall include, without limitation, the information described in Section 4(g) below. Additionally, the Sub-Subadviser shall provide the Subadviser, or the Portfolio Implementer if so retained, with instructions as to the frequency and timing of rebalancing a Portfolio to track the appropriate Indicative Portfolio. In the event that the Portfolio Implementer is so retained, it shall be the responsibility of the Sub-Subadviser to oversee and monitor the Portfolio Implementer with respect to the services it provides on behalf of the Portfolio.

(c) The Portfolio will have the benefit of the investment analysis and research, the review of current economic conditions and trends and the consideration of long-range investment policy generally available to investment advisory clients of the Sub-Subadviser. It is understood that the Sub-Subadviser will not use any inside information pertinent to investment decisions undertaken in connection with this Agreement that may be in its possession or in the possession of any of its affiliates, nor will the Sub-Subadviser seek to obtain any such information.

(d) Upon request, the Sub-Subadviser also shall provide to the Subadviser and the officers of the Trust administrative assistance in connection with the operation of the Portfolio, which shall include (i) compliance with all reasonable requests of the Subadviser for information, including information required in connection with the Trust’s filings with the Securities and Exchange Commission (“SEC”), state securities commissions, and other regulatory authorities, and (ii) such other services as the Subadviser and/or Sub-Subadviser shall from time to time reasonably determine to be necessary or useful to the administration of a Portfolio. With respect to the services that the Sub-Subadviser is providing to the Portfolio, the Sub-Subadviser will keep the Subadviser informed of developments materially affecting the Portfolio.

(e) As sub-adviser to the Portfolio, the Sub-Subadviser shall provide Advisory Services for the account of the Portfolio in accordance with the Sub-Subadviser’s best judgment and within the investment objectives, policies, and restrictions set forth in the Prospectus, the 1940 Act and the provisions of the Internal Revenue Code relating to regulated investment companies, subject to policy decisions adopted by the Trust’s Board of Trustees.

(f) Upon request, the Sub-Subadviser shall furnish to the Subadviser and the Trust’s Board of Trustees periodic and special reports (including any statistical information) on the investment performance of the Portfolio, and on the performance of its obligations

under this Agreement and shall supply such additional reports and information as the Trust’s officers or Board of Trustees shall reasonably request.

(g) The Sub-Subadviser will communicate to the Subadviser and the Portfolio Implementer, if applicable, an Indicative Portfolio for the Portfolio, with such frequency as deemed by the Sub-Subadviser to be necessary or appropriate and at the reasonable request of the Subadviser. The Indicative Portfolio shall include at least the following information: (i) the name of the Portfolio; (ii) the constituent securities; (iii) the identifiers for such constituent securities; (iv) the number of constituent securities comprising the Indicative Portfolio; (v) the weights to be applied to such constituent securities; and (vi) such other information as the Sub-Subadviser may reasonably believe is necessary to communicate to the Subadviser for purposes of fulfilling the Sub-Subadviser’s obligations to the Subadviser, on behalf of the Portfolio, under this Agreement.

Notwithstanding the foregoing, the Subadviser and Sub-Subadviser may enter into one or more separate agreements with a third-party (a “Portfolio Implementer”) for the provision of portfolio implementation services pursuant to which the implementation of the Indicative Portfolio with respect to the Portfolio, shall be the responsibility of the Portfolio Implementer that is party to that agreement. In the event that the Portfolio Implementer is so retained, it shall be the responsibility of the Sub-Subadviser to oversee and monitor the Portfolio Implementer and the services it provides on behalf of the Portfolio, as the Sub-Subadviser’s agent hereunder, including (i) the compliance of such services with the investment objectives, policies and restrictions applicable to such Portfolio as stated in the Portfolio’s Registration Statement, the 1940 Act, the provisions of the Internal Revenue Code relating to regulated investment companies and other applicable laws, rules and regulations, at all times, including at the time of each investment, and (ii) the Portfolio Implementer’s satisfaction of its duties and responsibilities under an agreement for the provision of portfolio implementation services and any duties and responsibilities of the Sub-Subadviser under this Agreement that have been delegated to the Portfolio Implementer consistent with the terms of this Agreement. Payment of compensation to the Portfolio Implementer shall be the sole responsibility of the Subadviser and shall in no way be an obligation of the Sub-Subadviser or the Portfolio.

(h) For the Portfolio, the Sub-Subadviser will promptly review all account reconciliation documents, such as: (i) reports of current security holdings in the Portfolio; (ii) summary reports of transactions; and (iii) current cash position reports (including cash available from portfolio sales and maturities and sales of the Portfolio’s shares less cash needed for redemptions and settlement of portfolio purchases), all within a reasonable time after receipt thereof from the Portfolio, the Subadviser or any service provider thereto (such as the Portfolio’s custodian) and will report any errors or discrepancies in such reports to the Portfolio or its designee within three business days after discovery of such discrepancies.

(i) The Sub-Subadviser will manage the Portfolio in compliance with all applicable federal and state laws, including securities, commodities and banking laws, governing its operations and investments. Without limiting the foregoing, the Sub-Subadviser

represents and warrants that it will manage the Portfolio in compliance with (i) the applicable provisions of Subchapter M, chapter 1 of the Internal Revenue Code of 1986, as amended (“Subchapter M”) (“the Code”) for the Portfolio to be treated as a “regulated investment company” under Subchapter M; (ii) the diversification requirements specified in the Internal Revenue Service’s regulations under Section 817(h) of the Code; (iii) the provisions of the 1940 Act and rules adopted thereunder; (iv) applicable state insurance laws solely to the extent that the Subadviser has informed the Sub-Subadviser of such requirements; (v) the objectives, policies, restrictions and limitations for the Portfolio as set forth in the Trust’s current prospectus and statement of additional information as most recently provided by the Subadviser to the Sub-Subadviser; and (vi) the policies and procedures as adopted by the Trustees of the Trust. The Sub-Subadviser shall furnish information to the Subadviser, as reasonably requested, for purposes of the Trust’s compliance with the distribution requirements necessary to avoid payment of any excise tax pursuant to Section 4982 of the Code.

(j) On occasions when the Sub-Subadviser deems the purchase or sale of a security to be in the best interest of a Portfolio as well as other of its clients, the Sub-Subadviser, to the extent permitted by applicable law, may aggregate the securities to be so sold or purchased in order to seek to obtain the best execution of the order or lower brokerage commissions, if any. The Sub-Subadviser may also on occasion purchase or sell a particular security for one or more clients in different amounts. On either occasion, and to the extent permitted by applicable law and regulations, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Subadviser in the manner it considers to be equitable and consistent with its fiduciary obligations to the Trust and the Portfolio and to such other customers.

(k) The Sub-Subadviser shall not cause the Portfolio to pay a broker which provides brokerage and research services to the Sub-Subadviser a commission for effecting a securities transaction in excess of the amount another broker might have charged. Notwithstanding the above, subject to the oversight of the Sub-Subadviser, the Portfolio Implementer may cause the Portfolio to pay a broker which provides brokerage and research services to the Portfolio Implementer a commission for effecting a securities transaction in excess of the amount another broker might have charged so long as such transactions are in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended (“Exchange Act”). Such higher commissions may not be paid unless the Portfolio Implementer determines in good faith that the amount paid is reasonable in relation to the services received in terms of the particular transaction or the Portfolio Implementer’s overall responsibilities to the Trust and any other of the Portfolio Implementer’s clients.

(l) Unless otherwise instructed by the Trust’s Board of Trustees or the Subadviser, the Sub-Subadviser or its agent shall have authority and responsibility to exercise whatever powers the Trust and the Subadviser may possess with respect to any of the portfolio securities or other investments of the Portfolio, including, but not limited to, the power to exercise rights, options, warrants, conversion privileges and redemption privileges, and to tender securities pursuant to a tender offer. The Sub-Subadviser shall not implement a

securities lending program for the Portfolio. The Sub-Subadviser (or its agent) may engage in cross-trades for the Portfolio in accordance with the Trust’s Rule 17a-7 procedures. Except as limited by any separate agreement for portfolio implementation services, with respect to any domestic (U.S.) securities held by the Portfolio, the Sub-Subadviser shall be responsible for filing on a timely basis beneficial ownership reports required by the Exchange Act, as amended, and any other domestic securities regulatory filings. Except as limited by any separate agreement for portfolio implementation services, with respect to any foreign (non-U.S.) securities held by a Portfolio, the Sub-Subadviser shall also be responsible for filing on a timely basis any holdings disclosures or other reports as the Sub-Subadviser may be required by law to file with regulatory authorities in foreign jurisdictions to the extent such requirements apply to the entity with investment discretion/power and/or voting power with respect to instruments held by the Portfolio. Sub-Subadviser will not file class action claim forms on behalf of the Portfolio in any class actions involving securities or issuers of securities held in, or formerly held in, the Portfolio. Sub-Subadviser will, however, forward to Subadviser any information it receives regarding any legal matters involving any asset held in a Portfolio. The Sub-Subadviser will also provide assistance to Subadviser in providing the Subadviser with historical holdings of the Portfolio for the past seven years, if applicable.

(m) The Sub-Subadviser may delegate certain duties and responsibilities under this Agreement to the Portfolio Implementer, in the event that the Portfolio Implementer is retained by the Subadviser and Sub-Subadviser, provided that such delegation is memorialized in any agreement for the provision of portfolio implementation services and subject to the supervision of the Sub-Subadviser.

(n) Neither the Subadviser nor the Sub-Subadviser will vote proxies relating to the Portfolio’s securities. The Adviser may, on certain non-routine matters, consult with the Subadviser and the Sub-Subadviser before voting proxies relating to the Portfolio’s securities.

(o) The Sub-Subadviser shall not use or otherwise disclose any non-public inside information relating to the Subadviser or the Portfolio obtained in connection with this Agreement that may be in its possession or in the possession of any of its affiliates beyond the performance of its obligations under this Agreement.

5. The Sub-Subadviser shall exercise its best judgment in rendering the services provided by it under this Agreement. Subject to the provisions of Section 9(a) hereof, the Sub-Subadviser shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Subadviser, or the Trust in connection with the matters to which this Agreement relates, except to the extent specified in Section 36(b) of the 1940 Act concerning loss resulting from a breach of fiduciary duty by the Sub-Subadviser with respect to the receipt of compensation for services and except for a loss resulting from willful misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties (“disabling conduct”) on the part of the Sub-Subadviser. In no case shall the Sub-Subadviser be liable for reasonable actions taken or reasonable non-actions with respect to the performance of services under this Agreement based upon specific information, instructions or requests given or made to the Sub-Subadviser by the Subadviser. As used in this Section, the term “Sub-Subadviser,”

“Sub-Adviser,” and “Trust” shall include any officers, directors/trustees, member, partners, agents, employees, controlling persons, shareholders, and any other person or entity affiliated with the respective entity.

(a) The Sub-Subadviser agrees that it will comply with all applicable laws, rules and regulations of all federal and state regulatory agencies having jurisdictions over the Sub-Subadviser in performance of its duties hereunder. The Sub-Subadviser will treat as confidential and proprietary information of the Portfolio all records and information relative to the Portfolio and prior, present or potential shareholders, and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by the Portfolio, which approval shall not be unreasonably withheld, and the Sub-Subadviser shall not be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or when so requested by the Portfolio.

(b) The Sub-Subadviser will notify the Subadviser and the Portfolio in the event that the Sub-Subadviser or any of its affiliates: (i) becomes aware that it is subject to a statutory disqualification that prevents the Sub-Subadviser from serving as a sub-adviser or otherwise performing its duties pursuant to this Agreement; or (ii) becomes aware that it is the subject of an administrative proceeding or enforcement action by the SEC or other regulatory authority. The Sub-Subadviser further agrees to notify the Portfolio and the Subadviser immediately of any material fact known to the Sub-Subadviser relating to the Sub-Subadviser that is not contained in the Portfolio’s Registration Statement regarding the Portfolio, or any amendment or supplement thereto, but that is required to be disclosed therein, and of any statement contained therein that becomes untrue in any material respect.

(a) For the services provided and the expenses assumed pursuant to this Agreement, the Subadviser will pay the Sub-Subadviser and the Sub-Subadviser will accept as full compensation therefore a fee computed daily and paid monthly in arrears, based upon the average daily value (as determined on each business day at the time set forth in the Portfolio’s Prospectus for determining net asset value per share) of the net assets of the Portfolio, equal to the lesser of: (i) a fee at the per annum rate set forth in Exhibit A attached hereto, as may be amended from time to time; or (ii) such fee as may from time to time be agreed upon in writing by the Subadviser and the Sub-Subadviser. If the fee payable to the Sub-Subadviser pursuant to this paragraph begins to accrue after the beginning of any month or if this Agreement terminates before the end of any month, the fee for the period from such date to the end of such month or from the beginning of such month to the date of termination, as the case may be, shall be prorated according to the proportion which such period bears to the full month in which such effectiveness or termination occurs. For purposes of calculating fees, the value of the Portfolio’s net assets shall be computed in the manner specified in the Portfolio’s Prospectus and the Trust’s governing instruments for the computation of the value of the Portfolio’s net assets in connection with the determination of the net asset value of the

Portfolio’s shares. Payment of said compensation shall be the sole responsibility of the Subadviser and shall in no way be an obligation of the Portfolio or of the Trust.

(b) With respect to the Portfolio, the Sub-Subadviser shall not purchase, or cause any of its agents, including the Portfolio Implementer, to purchase, interests in any investment company, separate account, sub-advised account, other pooled investment vehicle or other account which is sponsored or advised, either directly or indirectly, by the Subadviser or Sub-Subadviser.

(a) This Agreement shall become effective with respect to the Portfolio as of the date hereof (and, with respect to any amendment, the date of the amendment or supplement hereto); and shall continue in effect with respect to the Portfolio for an initial period of two years from the date hereof; and shall continue thereafter only so long as the continuance is specifically approved at least annually: (i) by the vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Portfolio or by the Trust’s Board of Trustees; and (ii) by the vote, cast in accordance with the provisions of the 1940 Act and the rules and any applicable SEC guidance or relief thereunder, of a majority of the Trust’s Trustees who are not parties to this Agreement or “interested persons” (as defined in the 1940 Act) of any such party.

(b) This Agreement may be terminated with respect to a Portfolio at any time, without the payment of any penalty, by: (i) a vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Portfolio; (ii) a vote of a majority of the Trust’s entire Board of Trustees on not less than thirty (30) nor more than sixty (60) days’ written notice to the Sub-Subadviser; (iii) the Subadviser on not less than thirty (30) nor more than sixty (60) days’ written notice to the Sub-Subadviser; or (iv) the Sub-Subadviser on sixty (60) days’ written notice to the Adviser. This Agreement (or any supplement hereto) shall terminate automatically in the event of its assignment (as defined in the 1940 Act).

(a) The Sub-Subadviser shall indemnify and hold harmless the Subadviser (and its officers, directors/trustees, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Subadviser) and/or the Trust (and its officers, directors/trustees, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Trust), from and against any and all liabilities, losses, claims, damages, or litigation (including reasonable legal and other expenses) (collectively “Losses”), to which the Subadviser and/or the Trust may become subject under the 1940 Act, the 1933 Act, under other statutes, common law or otherwise, which arise from the Sub-Subadviser’s or Portfolio Implementer’s disabling conduct, including but not limited to Losses of any kind or nature directly or indirectly resulting solely from or solely out of: (i) any material misrepresentation, breach of any material representation or failure to comply with any provision, warranty or obligation made by the Sub-Subadviser, the Portfolio Implementer or

their agents in connection with this Agreement or any applicable laws and regulations; or (ii) any actions or failure to act by the Sub-Subadviser, the Portfolio Implementer or their agents in connection with this Agreement that results in a violation of any law; provided, however, that in no case is the Sub-Subadviser’s indemnity in favor of any person deemed to protect such other persons against any liability to which such person would otherwise be subject by reasons of willful misfeasance, bad faith, or gross negligence in the performance of his, her or its duties or by reason of his, her or its reckless disregard of obligations and duties under this Agreement. For purposes of this Section, the Portfolio Implementer will be considered an agent of the Sub-Subadviser pursuant to Section 4(g) of the Agreement.

(b) Except for disabling conduct, the Subadviser shall indemnify and hold harmless the Sub-Subadviser (and its officers, directors/trustees, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Sub-Subadviser) from and against any and all liabilities, losses, claims, damages, or litigation (including reasonable legal and other expenses), of any kind or nature directly or indirectly resulting solely from or solely out of:(i) any material misrepresentation, breach of any material representation or failure to comply with any provision, warranty or obligation made by the Subadviser in connection with this Agreement or any applicable laws and regulations; (ii) any actions or failure to act by the Subadviser in connection with this Agreement that results in a violation of any law; or (iii) any gross negligence, willful misfeasance, bad faith or reckless disregard of the Subadviser in fulfilling its obligations under this Agreement.

10. Except to the extent necessary to perform the Sub-Subadviser’s obligations under this Agreement and/or as otherwise agreed to by the parties, nothing herein shall be deemed to limit or restrict the right of the Sub-Subadviser, or any affiliate of the Sub-Subadviser, or any employee of the Sub-Subadviser, to engage in any other business or to devote time and attention to the management or other aspects of any other business, whether of a similar or dissimilar nature, or to render services of any kind to any other corporation, firm, individual or association, provided such other services and activities do not, during the term of this Agreement, interfere in a material manner with the Sub-Subadviser’s ability to meet its obligations to the Portfolio hereunder.

11. It is understood that the names “PIMCO” or any derivative thereof or logo associated therewith are the valuable property of the Subadviser and its affiliates. The Sub-Subadviser (or any of its affiliates) agrees that it shall not use any such names (or derivative or logo) without the prior consent of the Subadviser. In addition, the Sub-Subadviser hereby consents to the use of its name and any logo, mark or symbol associated therewith, as well as the names of its business affiliates including, but not limited to, Messrs. Robert D. Arnott and Christopher J. Brightman in the Portfolio’s Registration Statement, other disclosure documents, shareholder communications, advertising, sales literature and similar communications, and the Investment Subadvisory Agreement.

12. It is understood that “Research Affiliates^®”, “RAE^®”, “RAE^® Fundamental”, “RAE^® Income”, “RAFI^®”, “Enhanced RAFI”, “eRAFI^®”, “RALVEI”, “RAFI Low Volatility^®”, “Fundamental Index^®”, any associated logos and the method of formulation of

the RAFI^® series of indexes and the enhanced versions of the RAFI^® series of indexes (each RAFI^® index and enhanced version of a RAFI^® index, a “RAFI^® Index”) are the proprietary and valuable property of the Sub-Subadviser. While the Sub-Subadviser consents to the use of the marks and logos, rights to such intellectual property will remain with the Sub-Subadviser and nothing in this Agreement shall be construed otherwise.

13. Any recommendations concerning the Portfolio’s investment program proposed by the Sub-Subadviser to the Portfolio and the Subadviser pursuant to this Agreement, as well as any other activities undertaken by the Sub-Subadviser on behalf of the Portfolio pursuant thereto shall at all times be subject to any applicable directives of the Board of Trustees of the Trust provided to the Sub-Subadviser.

14. In compliance with the requirements of Rule 31a-3 under the 1940 Act, and any other applicable federal or state rule, the Sub-Subadviser hereby agrees that all records that it maintains for the Trust are the property of the Trust and further agrees to surrender promptly to the Trust any such records upon the Trust’s request; provided, however, that the foregoing shall not be construed to prohibit the retention by the Sub-Subadviser or its representatives of archival information including the Portfolio’s accounts data and performance record in performance composites, assets under management, and other marketing-related reporting documents. Further, compliance with Rule 31a-3 under the 1940 Act does not preclude retention by the Sub-Subadviser or its representatives of documents and records as required for the purpose of facilitating compliance with this Agreement, applicable law or regulation, when automatically stored or archived in electronic form pursuant to standard backup or archival procedures. The Sub-Subadviser further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act and any other applicable Rule, the records required to be maintained by the Sub-Subadviser hereunder pursuant to Rule 31a-1 of the 1940 Act and any other applicable federal or state rule. The Sub-Subadviser further agrees that it will furnish to regulatory authorities having the requisite authority any information or reports in connection with its services hereunder which may be requested in order to determine whether the operations of the Portfolio are being conducted in accordance with applicable law and regulations.

15. This Agreement shall be construed in accordance with the laws of the State of California without regard to the conflicts of law principles thereof, provided that nothing herein shall be construed in a manner inconsistent with the 1940 Act, the Advisers Act, or rules or orders of the SEC thereunder.

16. No provision of this Agreement may be changed, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, discharge or termination is sought.

17.

(a) The Subadviser and the Sub-Subadviser shall treat as confidential and shall not disclose or transmit to any third party or use other than as expressly authorized hereunder or as reasonably required to execute transactions on behalf of the Portfolio, as the case may

be, any information, documentation or other written material with respect to the business affairs of the other party, including but not limited to information that is marked as “Confidential” by the Sub-Subadviser, the Subadviser or the Portfolio (“Confidential Information”). Each party agrees to hold the Confidential Information in confidence and not to disclose or use the Confidential Information for any purpose whatsoever other than as contemplated by this Agreement and to require each of its directors, officers, managers, employees, affiliates, representatives or agents not to disclose or use Confidential Information, except as authorized or permitted by this Agreement. Notwithstanding the foregoing, the Subadviser may disclose or transmit Confidential Information with respect to the Portfolio: (i) to the Trust’s Board of Trustees; or (ii) with the prior written consent of the Sub-Subadviser.

(b) Confidential Information shall not include: (i) any information that is available to the public or to the receiving party hereunder from sources other than the providing party (provided that such source is not, to the knowledge of the receiving party, subject to any confidentiality agreement with regard to such information); or (ii) any information that is independently developed by the receiving party without use of or reference to information from the providing party. Notwithstanding the foregoing, the parties may reveal Confidential Information to any regulatory agency or court of competent jurisdiction if such information to be disclosed is: (i) approved in writing by the other party for disclosure; or (ii) required by law, regulatory agency or court order to be disclosed by a party, provided, if permitted by law, that notice of such required disclosure is given to the other party prior to its disclosure if reasonably possible or as soon thereafter as is reasonably practicable and provided further that the providing party shall cooperate with the other party to limit the scope of such disclosure to the extent permitted by law.

18. The Sub-Subadviser confirms that it has no present intention to seek royalties or other compensation from other persons (other than the sub-advisory fees set forth in the Agreement) in connection with the Portfolio’s investments, which utilize the Portfolio’s RAE strategies. At the time of this agreement, the Sub-Subadviser has no actual knowledge of such arrangements and will, on a best efforts basis, reasonably ensure that no such payment of royalties or other compensation in such circumstances occurs. In the event, despite such best efforts, such arrangements occur, the Sub-Subadviser will use its best efforts to terminate these arrangements.

19. The Sub-Subadviser will provide the Subadviser a true and complete copy of the Sub-Subadviser’s Form ADV Part 2, as amended, (the “Form ADV”) either prior to or at the time of execution of this Agreement, and promptly at the time any amendment thereto is filed with the SEC subsequent to the date of this Agreement. The Sub-Subadviser represents and warrants that all information contained in the Form ADV is accurate and complete in all material respects. The Sub-Subadviser will also provide the Subadviser a copy of its written code of ethics complying with the requirements of the Advisers Act (the “Code of Ethics”) and will also provide the Adviser a copy of any amendment to its Code of Ethics, together with evidence of its adoption, promptly upon its adoption.

20. Neither party shall be liable for or to the other for any loss caused directly or indirectly by Acts of God (including fire, flood, earthquake, storm, hurricane or other natural disaster), war, invasion, act of foreign enemies, hostilities (regardless of whether war is declared), civil war, rebellion, revolution, insurrection, military or usurped power or confiscation, terrorist activities, nationalization, government sanction, blockage, embargo, labor dispute, strike, lockout or interruption or failure of electricity or telephone service, beyond either party’s control.

21. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected hereby and, to this extent, the provisions of this Agreement shall be deemed to be severable.

22. Any notice or other communication required or permitted to be given hereunder shall be given in writing and mailed, faxed or delivered to the other party at the addresses set forth below:

If to Research Affiliates:

Reena Lalji

Chief Operating Officer

660 Newport Center Drive, Suite 300

Newport Beach, CA 92660

Phone: (949) 325-8804

legal@rallc.com

If to PIMCO:

Sung-Hee Suh

Managing Director, General Counsel

650 Newport Center Drive

Newport Beach, CA 92660

Phone: (949) 720-6000

IMAnotices@pimco.com

Notice shall be deemed given upon receipt.

23. This Agreement constitutes the entire agreement of the parties hereto with respect to its subject matter and may be amended or modified only by a writing signed by duly authorized officers of both parties. This Agreement supersedes all previous sub-advisory agreements between the parties relating to the Portfolio. There are no oral or written collateral representations, agreements or understandings except as provided herein. The parties may mutually agree to other matters regarding the Advisory Services which may be represented by other agreements between the parties.

24. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which shall be one and the same agreement.

SUB-SUBADVISORY AGREEMENT FOR

SUNAMERICA SERIES TRUST

THIS AGREEMENT is made as of this 1st day of January 2026, among SCHRODER INVESTMENT MANAGEMENT NORTH AMERICA INC., (“SIMNA”) a corporation

organized under the laws of the State of Delaware with its principal place of business at 7 Bryant Park, 19th Floor, New York 10018-3706, and SCHRODER INVESTMENT MANAGEMENT NORTH AMERICA LIMITED (“SIMNA Limited”) a UK corporation with its principal place of business at 1 London Wall Place, London, UK EC2Y 5AU

W I T N E S S E T H

WHEREAS, SunAmerica Asset Management, LLC (“SunAmerica”), a corporation organized and existing under the laws of Delaware has retained SIMNA as its sub-adviser to render investment advisory services to a portfolio of the SunAmerica Series Trust (the “Portfolio”), a Massachusetts business trust (the “Trust”) registered as an investment company under the Investment Company Act of 1940, as amended (the “1940 Act”) pursuant to a Sub-Advisory Agreement dated as of the date hereof (the “SunAmerica Advisory Agreement”);

NOW THEREFORE, in consideration of the mutual promises and undertakings set forth in this Agreement, SIMNA and SIMNA Limited hereby agree as follows:

2. Duties of SIMNA Limited.

regular reports to the Trust’s officers and the Board of Trustees concerning the discharge of SIMNA Limited’s responsibilities hereunder. SIMNA Limited will discharge the foregoing responsibilities subject to the supervision and oversight of SIMNA, the Trust’s officers and the Board of Trustees and in

compliance with the objective, policies, and limitations set forth in the Portfolio’s prospectus and Statement of Additional Information, any additional operating policies or procedures that the Portfolio communicates to SIMNA Limited in writing (either directly or through SIMNA), and applicable laws and regulations. SIMNA Limited agrees to provide, at its own expense, the office space, furnishings and equipment, and the personnel required by it to perform the services on the terms and for the compensation provided herein.

A attached hereto. For clarity, SIMNA (and not the Trust, the Portfolio or SunAmerica) shall be obligated to pay SIMNA Limited fees hereunder for any period only out of and following SIMNA’s receipt from SunAmerica of advisory fees pursuant to Section 3 of the SunAmerica Advisory Agreement for such period. If this Agreement becomes effective or terminates before the end of any month, the fee for the period from the effective date to the end of the month or from the beginning of such month to the date of termination, as the case may be, shall be prorated according to the proportion that such partial month bears to the full month in which such effectiveness or termination occurs.

8. Duration; Termination; Notices; Amendment. Unless sooner terminated as provided herein, this Agreement shall continue in effect for so long as the SunAmerica Advisory Agreement remains in effect. Notwithstanding the foregoing, this Agreement may also be terminated, without the payment of any penalty, by SIMNA (i) upon 60 days’ written notice to SIMNA Limited; or (ii) upon material breach by SIMNA Limited of any representations and warranties set forth in this Agreement, if such breach has not been cured within 20 days after written notice of such breach; SIMNA Limited may terminate this Agreement at any time, without payment of any penalty, (1) upon 60 days’ written notice to SIMNA; or (2) upon material breach by SIMNA of any representations and warranties set forth in the Agreement, if such breach has not been cured within 20 days after written notice of such breach. This Agreement shall terminate automatically in the event of its assignment (as defined in the 1940 Act) or upon the termination of the SunAmerica Advisory Agreement. Any notice under this Agreement will be given in writing, addressed and delivered, or mailed postpaid, to the other party as follows:

If to SIMNA, at:

Schroder Investment Management North America Inc.

7 Bryant Park

19^th Floor

New York, NY 10018-3706

Attention: Legal Department

Telephone: 212-641-3880

If to SIMNA Limited, at:

Schroder Investment Management North America Limited

1 London Wall Place

London, U.K. EC2Y 5AU

Attention: Legal Department

Telephone: 020 7658 6000

This Agreement may be amended by mutual consent of the parties hereto.

(a) any liability of SIMNA Limited arising under or in connection with this Agreement may be subject to the exercise of Write-down and Conversion Powers by the Resolution Authority;

any reduction in the outstanding amount due (including any accrued but unpaid interest) in respect of any such liability;

ii.

any cancellation of any such liability; and

iii.

For purposes of this section:

“Resolution Authority” means the Bank of England or any other body which has authority under the Relevant Legislation to exercise any Write-down and Conversion Powers; and

IN WITNESS WHEREOF, the parties hereto have caused this Sub-Advisory Agreement to be executed as of the date first set forth herein.


SCHRODER INVESTMENT MANAGEMENT NORTH AMERICA INC.

By:		/s/ William P. Sauer
		Name: William P. Sauer
		Title: Authorized Signatory

SCHRODER INVESTMENT MANAGEMENT NORTH AMERICA INC.

By:		/s/ David Marshall
		Name: David Marshall
		Title: Authorized Signatory

SCHRODER INVESTMENT MANAGEMENT NORTH AMERICA LIMITED

By:		/s/ William P. Sauer
		Name: William P. Sauer
		Title: Authorized Signatory

SCHRODER INVESTMENT MANAGEMENT NORTH AMERICA LIMITED

By:		/s/ Shanak Patnaik
		Name: Shanak Patnaik
		Title: Authorized Signatory

INVESTMENT SUBADVISORY AGREEMENT

Between

T. ROWE PRICE ASSOCIATES, INC.

and

T. ROWE PRICE AUSTRALIA LIMITED

This INVESTMENT SUBADVISORY AGREEMENT (the “Agreement”), is dated as of January 1, 2026 and entered into by and between T. Rowe Price Associates, Inc. (the “Adviser”), a corporation organized and existing under the laws of the State of Maryland, United States of America with its principal office at 1307 Harbor Point Street, Baltimore, Maryland 21231, United States and T. Rowe Price Australia Limited (the “Subadviser” or “TRP Australia”), a wholly owned subsidiary of T. Rowe Price International Ltd which itself is a wholly owned subsidiary of the Adviser and an Australian public company limited by shares organized and existing under the laws of Australia with its principal office at Level 28, Governor Phillip Tower, 1 Farrer Place, Sydney NSW 2000, Australia.

WHEREAS, the Adviser has entered into a separate investment subadvisory agreement (the “Subadvisory Agreement”) dated January 1, 2026 , as amended from time to time with SunAmerica Asset Management, LLC (the “Company”) with respect to the company listed on Schedule 1 (the “Fund”), a series of the SunAmerica Series Trust (the “Trust”) and engaged in business as an open-end management investment company registered under the Investment Company Act of 1940, as amended (“1940 Act”);

WHEREAS, the Adviser is engaged principally in the business of rendering investment supervisory services and is registered with the U.S. Securities and Exchange Commission (“SEC”) as an investment adviser under the Investment Advisers Act of 1940, as amended (“Adviser Act”);

WHEREAS, the Subadviser is engaged in the business of, among other things, rendering discretionary investment management services and is registered with the SEC as an investment adviser under the Adviser Act and also holds an Australian Financial Services Licence issued by the Australian Securities & Investments Commission (ASIC);

WHEREAS, the Adviser is authorized under the Subadvisory Agreement to obtain such information, advice or assistance as the Adviser may deem necessary, appropriate or convenient for the discharge of its obligations under such agreement; and

WHEREAS, the Adviser desires to retain the Subadviser to furnish certain investment advisory services to the Adviser and the Fund pursuant to this Agreement, and the Subadviser is willing to furnish such services.

NOW, THEREFORE, in consideration of the premises and mutual promises herein set forth, the parties hereto agree as follows:

1. Appointment. The Adviser hereby appoints the Subadviser to furnish certain investment advisory services with respect to the Fund for the period and on the terms set forth in this Agreement. The Subadviser accepts such appointment and agrees to render the services herein set forth, for the compensation herein provided.

2. Duties of the Subadviser.

A. Investment Subadvisory Services. Subject to the supervision of the Fund’s Board of Trustees (“Board”), the Company, and the Adviser, the Subadviser shall act as the investment subadviser and shall supervise and direct the investments of the Fund specified by the Adviser from time to time in accordance with the Fund’s investment objective(s), investment strategies, policies, and restrictions as provided in the Fund’s Prospectus and Statement of Additional Information, as currently in effect and as amended or supplemented from time to time (hereinafter referred to as the “Prospectus”), and such other limitations as the Fund may impose by notice in writing to the Adviser or the Adviser may impose by notice in writing to the Subadviser. The Subadviser shall obtain and evaluate such information relating to the economy, industries, businesses, securities markets, and securities as it may deem necessary or useful in the discharge of its obligations hereunder and shall formulate and implement a continuing program for the management of the assets and resources of the Fund allocated to the Subadviser in a manner consistent with the Fund’s investment objective(s), investment strategies, policies, and restrictions. In furtherance of this duty, the Subadviser, on behalf of the Fund is authorized to:

(1) make discretionary investment decisions to buy, sell, exchange, convert, lend, and otherwise trade in any stocks, bonds, and other securities or assets;

(2) place orders and negotiate the commissions for the execution of transactions in securities or other assets with or through such brokers, dealers, underwriters or issuers as the Subadviser may select or instruct the Affiliated Trading Desk (as defined below) to do so on behalf of the Subadviser, as applicable;

(4) instruct the Fund’s custodian to deliver for cash received, securities or other cash and/or securities instruments sold, exchanged, redeemed or otherwise disposed of from the Fund, and to pay cash for securities or other cash and/or securities instruments delivered to the custodian and/or credited to the Fund upon acquisition of the same for the Fund;

(5) generally, perform any other act necessary to enable the Subadviser to carry out its obligations under this Agreement or as agreed upon with the Adviser.

The Adviser agrees that Subadviser may delegate trading execution and related reporting functions to the trading desk of an affiliate (“Affiliated Trading Desk”).

B. Personnel, Office Space, and Facilities of the Subadviser. The Subadviser at its own expense shall furnish or provide and pay the cost of such office space, office equipment, office personnel, and office services as it requires in the performance of its investment advisory and other obligations under this Agreement.

C. Further Duties of the Subadviser. In all matters relating to the performance of this Agreement, the Subadviser shall act in conformity with the Trust’s Agreement and Declaration of Trust, By-Laws, and the Fund’s currently effective Registration Statement (as defined below) and with the written instructions and directions of the Board and the Adviser, and shall comply with the applicable requirements of the 1940 Act, the Advisers Act, the rules thereunder, and any other applicable United States, state or foreign laws and regulations. The Subadviser shall at all times perform its duties with good care as a prudent manager and exercise its authority under this Agreement faithfully for the benefit of the Adviser, the Company, and the Fund.

3. Compensation. For the services provided and the expenses assumed by the Subadviser pursuant to this Agreement, the Adviser may pay the Subadviser an investment management fee, if any, up to, but not more than [omitted] of the management fee paid to the Adviser under its Subadvisory Agreement with the Company.

4. Duties of the Adviser.

A. The Adviser shall continue to have responsibility for all services to be provided to the Fund pursuant to the Subadvisory Agreement and shall have responsibility for all services provided to the Fund by the Subadviser to the same extent as if such services were provided directly by the Adviser to the Fund. The Adviser shall oversee and review the Subadviser’s performance of its duties under this Agreement.

B. The Adviser will furnish the Subadviser with copies of each of the following documents and any future amendments and supplements to such documents, if any, as soon as practicable after such documents become available:

(1) The Trust’s Agreement and Declaration of Trust, as amended from time to time;

(2) The By-Laws of the Company as in effect on the date hereof and as amended from time to time (“By-Laws”);

(3) Certified resolutions of the Fund’s Board authorizing the appointment of the Adviser and the Subadviser and approving the form of the Subadvisory Agreement and this Agreement;

(4) The Fund’s Registration Statement under the 1940 Act and the Securities Act of 1933, as amended, on Form N-1A, as filed with the SEC relating to the Fund and its shares and all amendments thereto (“Registration Statement”);

(5) The Notification of Registration of the Fund under the 1940 Act on Form N-8A as filed with the SEC and any amendments thereto;

(6) The Fund’s Prospectus (as defined above); and

The Adviser shall furnish the Subadviser with any further documents, materials or information that the Subadviser may reasonably request to enable it to perform its duties pursuant to this Agreement.

5. Brokerage.

A. The Subadviser agrees that, in placing orders with broker-dealers for the purchase or sale of portfolio securities, it shall attempt (or instruct the Affiliated Trading Desk to do so, as applicable) to obtain best execution at competitive commission rates; provided that, on behalf of the Fund, the Subadviser or the Affiliated Trading Desk, as applicable, may, in its discretion and consistent with its fiduciary duty, agree to pay a broker-dealer that furnishes brokerage, execution or research services as such services are defined under Section 28(e) of the Securities Exchange Act of 1934, as amended (“1934 Act”), a higher commission than that which might have been charged by another broker-dealer for effecting the same transactions, if the Subadviser or the Affiliated Trading Desk, as applicable determines in good faith that such commission is reasonable in relation to the brokerage, execution and research services provided by the broker-dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Subadviser with respect to the accounts as to which it exercises investment discretion (as such term is defined under Section 3(a)(35) of the 1934 Act). In no instance will portfolio securities be purchased from or sold to the Subadviser, or any affiliated person thereof, except in accordance with the federal securities laws and the rules and regulations thereunder. It is understood by the parties hereto that best execution is evaluated based on various factors, including but not limited to, commission costs.

B. On occasions when the Subadviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients of the Subadviser, the Subadviser or the Affiliated Trading Desk, as applicable, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Subadviser or the Affiliated Trading Desk in the manner the Subadviser or the Affiliated Trading Desk considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to its other clients.

6. Ownership of Records. The Subadviser shall maintain all books and records pertaining to investment decisions made by the Subadviser irrespective of whether the investment decisions are made based on its own discretionary investment judgment or made based on a request by the Adviser and notified to the Subadviser, which are required to be maintained by it pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to transactions on behalf of the Fund. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Subadviser hereby agrees (i) that all records that it maintains for the Fund are the property of the Fund, (ii) to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any records that it maintains for the Fund and that are required to be maintained by Rule 31a-1 under the 1940 Act, and (iii) agrees to surrender promptly to the Fund any records that it maintains for the Fund request by the Fund; provided, however, the Subadviser may retain copies of such records.

7. Reports. The Subadviser shall furnish to the Board, the Company or the Adviser, or each of them, as appropriate, such information, reports, evaluations, analyses and opinions as the Subadviser and the Board, the Company or the Adviser, as appropriate, may mutually agree upon from time to time.

8. Services to Others Clients. Nothing contained in this Agreement shall limit or restrict (i) the freedom of the Subadviser, or any affiliated person thereof, to render investment management and corporate administrative services to other investment companies, to act as investment manager or investment counselor to other persons, firms, or corporations, or to engage in any other business activities, or (ii) the right of any director, officer, or employee of the Subadviser, who may also be a director, officer, or employee of the Company, to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any other business, whether of a similar nature or a dissimilar nature.

9. The Subadviser’s Use of the Services of Others. The Subadviser may (at its cost except as contemplated by Paragraph 5 of this Agreement) employ, retain, or otherwise avail itself of the services or facilities of other persons or organizations, including affiliates of the Subadviser, for the purpose of providing the Subadviser or the Adviser or the Company or the Fund, as appropriate, with such statistical and other factual information, such advice regarding economic factors and trends, such advice as to occasional transactions in specific securities, or such other information, advice, or assistance as the Subadviser may deem necessary, appropriate, or convenient for the discharge of its obligations hereunder or otherwise helpful to the Adviser or the Company or the Fund, as appropriate, or in the discharge of its overall responsibilities with respect to the other accounts that it serves as investment manager or counselor.

10. Limitation of Liability of the Subadviser. Neither the Subadviser nor any of its officers, directors, or employees, nor any person performing executive, administrative, trading, or other functions for the Company, the Adviser, the Fund (at the direction or request of the Subadviser) or the Subadviser in connection with the Subadviser’s discharge of its obligations undertaken or reasonably assumed with respect to this Agreement, shall be liable for (i) any error of judgment or mistake of law or for any loss suffered by the Company, the

Adviser or the Fund or (ii) any error of fact or mistake of law contained in any report or data provided by the Subadviser, except for any error, mistake or loss resulting from willful misfeasance, bad faith, or gross negligence in the performance of its or his duties on behalf of the Company or Fund or from reckless disregard by the Subadviser or any such person of the duties of the Subadviser pursuant to this Agreement.

11. Representations of the Subadviser. The Subadviser represents, warrants, and agrees as follows:

A. The Subadviser: (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act, the Advisers Act or other applicable law or regulation from performing the services contemplated by this Agreement; (iii) has met, and will continue to meet for so long as this Agreement remains in effect, any other applicable federal, state or foreign law requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will immediately notify the Adviser of the occurrence of any event that would disqualify the Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise.

C. The Subadviser will provide the Adviser and the Fund with a copy of its Form ADV as most recently filed with the SEC and will, promptly after filing any amendment to its Form ADV with the SEC, furnish a copy of such amendment to the Adviser and the Fund.

12. Representation of the Adviser. The Adviser represents and warrants that it is (i) registered with the SEC as an investment adviser under the Advisers Act; and (ii) not a retail client for the purpose of section 761G(6) of the Corporations Act.

13. Term of Agreement. This Agreement shall become effective upon the date first above written, provided that this Agreement shall not take effect unless it has first been approved by a vote of a majority of those trustees of the Fund who are not parties to this Agreement or interested persons of any such party. Unless sooner terminated as provided herein, this Agreement shall continue in effect for a period of two years from the effective date hereof. Thereafter, this Agreement shall continue in effect from year to year, with respect to the Fund, subject to the termination provisions and all other terms and conditions hereof, so long as such continuation is specifically approved at least annually (a) by the Board, including by vote of a majority of the trustees of the Fund who are not parties to this Agreement or interested persons of any such party; and (b) the Subadviser has not notified the Adviser and

the Fund, in writing, at least 60 days prior to such approval that it does not desire such continuation. The Subadviser shall furnish to the Fund, promptly upon its request, such information as may reasonably be necessary to evaluate the terms of this Agreement or any extension, renewal, or amendment hereof.

14. Termination of Agreement. Notwithstanding the foregoing, this Agreement may be terminated with respect to the Fund at any time, without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Fund on at least 60 days’ prior written notice to the Subadviser. This Agreement may also be terminated by the Adviser: (i) on at least 60 days’ prior written notice to the Subadviser, without the payment of any penalty; (ii) upon material breach by the Subadviser of any of the representations and warranties set forth in Paragraph 11 of this Agreement, if such breach shall not have been cured within a 20-day period after notice of such breach; or (iii) if the Subadviser becomes unable to discharge its duties and obligations under this Agreement. The Subadviser may terminate this Agreement with respect to the Fund at any time, without the payment of any penalty, on at least 60 days’ prior notice to the Adviser and the Fund. This Agreement shall terminate automatically and immediately in the event of its assignment or upon termination of the Subadvisory Agreement.

15. Amendment of Agreement. No provision of this Agreement may be changed, waived, discharged, or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge, or termination is sought, and no material amendment of this Agreement shall be effective except as permitted by law including, if required by the 1940 Act, being approved

by vote of a majority of the Fund’s trustees who are not parties to this Agreement or interested persons of any such party.

16. Miscellaneous.

A. Governing Law. This Agreement shall be construed in accordance with the laws of the State of Maryland without giving effect to the conflicts of laws principles thereof and the 1940 Act. To the extent that the applicable laws of the State of Maryland conflict with the applicable provisions of the 1940 Act, the latter shall control.

B. Captions. The captions contained in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect.

C. Entire Agreement. This Agreement represents the entire agreement and understanding of the parties hereto and shall supersede any prior agreements between the parties relating to the subject matter hereof, and all such prior agreements shall be deemed terminated upon the effectiveness of this Agreement.

D. Interpretation. Nothing herein contained shall be deemed to require the Trust to take any action contrary to the Trust’s Agreement and Declaration of Trust, the By-Laws of

the Trust, or any applicable statutory or regulatory requirement to which it is subject or by which it is bound, or to relieve or deprive the Board of its responsibility for and control of the conduct of the affairs of the Fund.

E. Counterparts; Electronically Transmitted Documents and Signatures. The parties may execute this Agreement in one or more counterparts, each of which are deemed an original and all of which together constitute one and the same instrument. The parties may deliver this Agreement, including signature pages, by original or digital signatures, or facsimile or emailed PDF transmissions, and the parties hereby adopt any documents so received as original and having the same effect as physical delivery of paper documents bearing the original signature.

F. Definitions. Any question of interpretation of any term or provision of this Agreement having a counterpart in or otherwise derived from a term or provision of the 1940 Act shall be resolved by reference to such term or provision of the 1940 Act and to interpretations thereof, if any, by the United States courts or, in the absence of any controlling decision of any such court, by rules, regulations, or orders of the SEC validly issued pursuant to the 1940 Act. As used in this Agreement, the terms “majority of the outstanding voting securities,” “affiliated person,” “interested person,” “assignment,” broker,” “investment adviser,” “net assets,” “sale,” “sell,” and “security” shall have the same meaning as such terms have in the 1940 Act, subject to such exemption as may be granted by the SEC by any rule, regulation, or order. Where the effect of a requirement of the federal securities laws reflected in any provision of this Agreement is made less restrictive by a rule, regulation, or order of the SEC, whether of special or general application, such provision shall be deemed to incorporate the effect of such rule, regulation, or order.

INVESTMENT SUB-ADVISORY AGREEMENT

Between

T. ROWE PRICE ASSOCIATES, INC.

and

T. ROWE PRICE INTERNATIONAL LTD

This INVESTMENT SUB-ADVISORY AGREEMENT (“Agreement”) is dated as of January 1, 2026 by and between T. Rowe Price Associates, Inc. (the “Adviser”), a corporation organized and existing under the laws of the State of Maryland, United States of America, and T. Rowe Price International Ltd (the “Subadviser”), a corporation organized and existing under the laws of the United Kingdom.

WHEREAS, the Adviser has entered into an investment subadvisory agreement dated January 1, 2026 as amended from time to time (the “Subadvisory Agreement”) with SunAmerica Asset Management, LLC (the “Company”) on behalf of the mutual funds set forth on Schedule 1 (each, a “Fund”), each a series of the SunAmerica Series Trust (the “Trust”);

NOW, THEREFORE, in consideration of the premises and mutual promises herein set forth, the parties hereto agree as follows:

2. Duties of the Subadviser.

A. Investment Subadvisory Services. Subject to the supervision of the Fund’s Board of Trustees (“Board”), the Company and the Adviser, the Subadviser shall act as the

investment subadviser and shall supervise and direct the Fund’s investments as specified by the Adviser from time to time, and in accordance with the Fund’s investment objective(s), investment strategies, policies, and restrictions as provided in the Fund’s Prospectus and Statement of Additional Information, as currently in effect and as amended or supplemented from time to time (hereinafter referred to as the “Prospectus”), and such other limitations as the Fund or Adviser may impose by notice in writing to the Subadviser. The Subadviser shall obtain and evaluate such information relating to the economy, industries, businesses, securities markets, and securities as it may deem necessary or useful in the discharge of its obligations hereunder and shall formulate and implement a continuing program for the management of the assets and resources of the Fund allocated to the Subadviser in a manner consistent with the Fund’s investment objective(s), investment strategies, policies, and restrictions. In furtherance of this duty, the Subadviser, on behalf of the Fund is authorized to:

(1) make discretionary investment decisions to buy, sell, exchange, convert, lend, and otherwise trade in any stocks, bonds, and other securities or assets;

(6) generally, perform any other act necessary to enable the Subadviser to carry out its obligations under this Agreement or as agreed upon with the Adviser.

4. Duties of the Adviser.

(1) The Declaration of Trust, as amended from time to time (“Articles”);

(2) The By-Laws of the Company as in effect on the date hereof and as amended from time to time (“By-Laws”);

(3) Certified resolutions of the Fund’s Board authorizing the appointment of the Adviser and the Subadviser and approving the form of the Subadvisory Agreement and this Agreement;

(5) The Notification of Registration of the Fund under the 1940 Act on Form N-8A as filed with the SEC and any amendments thereto;

(6) The Fund’s Prospectus (as defined above); and

The Adviser shall furnish the Subadviser with any further documents, materials or information that the Subadviser may reasonably request to enable it to perform its duties pursuant to this Agreement.

5. Brokerage.

11. Representations of Subadviser. The Subadviser represents, warrants, and agrees as follows:

occurrence of any event that would disqualify the Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise.

15. Miscellaneous.

INVESTMENT SUB-ADVISORY AGREEMENT

Between

T. ROWE PRICE ASSOCIATES, INC.

and

T. ROWE PRICE INVESTMENT MANAGEMENT, INC.

This INVESTMENT SUB-ADVISORY AGREEMENT (“Agreement”) is dated as of January 1, 2026 by and between T. Rowe Price Associates, Inc. (the “Adviser”), a corporation organized and existing under the laws of the State of Maryland, United States of America, and T. Rowe Price Investment Management, Inc. (the “Sub- adviser”), a corporation organized and existing under the laws of the State of Maryland, United States of America.

WHEREAS, the Adviser has entered into a Subadvisory Agreement dated as of the January 1, 2026 as amended (“Advisory Agreement”) with SunAmerica Asset Management, LLC (“SunAmerica”), on behalf of SunAmerica Series Trust (the “Corporation”)—SA T. Rowe Price VCP Balanced Portfolio—US High Yield Portion (the “Fund”);

WHEREAS, the Fund is a separate series of the Corporation and is engaged in business as an open-end management investment company registered under the Investment Company Act of 1940, as amended (“1940 Act”);

WHEREAS, the Adviser is engaged principally in the business of rendering investment supervisory services and is registered with the U.S. Securities and Exchange Commission (“SEC”) as an investment adviser under the United States Investment Advisers Act of 1940, as amended (“Advisers Act”);

WHEREAS, the Sub-adviser is engaged in the business of, among other things, rendering investment supervisory services and is registered with the SEC as an investment adviser under the Advisers Act; and

WHEREAS, the Adviser desires to retain the Sub-adviser to act as Sub-adviser to furnish certain investment advisory services to the Adviser on behalf of the Fund, and the Sub-adviser is willing to furnish such services;

NOW, THEREFORE, in consideration of the premises and mutual promises herein set forth, the parties hereto agree as follows:

1. Appointment. Adviser hereby appoints the Sub-adviser as its investment Sub-adviser with respect to the Fund for the period and on the terms set forth in this Agreement. The Sub-adviser accepts such appointment and agrees to render the services herein set forth, for the compensation herein provided.

2. Duties of the Sub-adviser.

A. Investment Sub-advisory Services. Subject to the supervision of the Corporation’s Board of Directors (“Board”) and the Adviser, the Sub-adviser shall act as the investment sub-adviser and shall supervise and direct the Fund’s investments as specified by the Adviser from time to time, and in accordance with the Fund’s investment objective(s), investment strategies, policies, and restrictions as provided in the Fund’s Prospectus and Statement of Additional Information, as currently in effect and as amended or supplemented from time to time (hereinafter referred to as the “Prospectus”), and such other limitations as the Fund or Adviser may impose by notice in writing to the Sub-adviser. The Sub-adviser shall obtain and evaluate such information relating to the economy, industries, businesses, securities markets, and securities as it may deem necessary or useful in the discharge of its obligations hereunder and shall formulate and implement a continuing program for the management of the assets and resources of the Fund allocated to the Sub-adviser in a manner consistent with the Fund’s investment objective(s), investment strategies, policies, and restrictions. In furtherance of this duty, the Sub- adviser, on behalf of the Fund is authorized to:

(1) make discretionary investment decisions to buy, sell, exchange, convert, lend, and otherwise trade in any stocks, bonds, and other securities or assets;

(3) vote proxies, exercise conversion or subscription rights, and respond to tender offers and other consent solicitations with respect to the issuers of securities in which Fund assets may be invested provided such materials have been forwarded to the Sub-adviser in a timely fashion by the Fund’s custodian;

(5) maintain all or part of the Fund’s uninvested assets in short-term income producing instruments for such periods of time as shall be deemed reasonable and prudent by the Sub-adviser, including any other internal money market or short-term bond fund available for use only by clients of the Adviser and certain of its affiliates; and

(6) generally, perform any other act necessary to enable the Sub-adviser to carry out its obligations under this Agreement or as agreed upon with the Adviser.

B. Personnel, Office Space, and Facilities of Sub-adviser. The Sub-adviser at its own expense shall furnish or provide and pay the cost of such office space, office

equipment, office personnel, and office services as the Sub-adviser requires in the performance of its investment advisory and other obligations under this Agreement.

C. Further Duties of Sub-adviser. In all matters relating to the performance of this Agreement, the Sub-adviser shall act in conformity with the Corporation’s Articles of Incorporation and By-Laws, and the Fund’s currently effective Registration Statement (as defined below) and with the written instructions and directions of the Board and the Adviser, and shall comply with the applicable requirements of the 1940 Act and Advisers Act and the rules thereunder, the SEC, the FCA, and all other applicable United States, state, United Kingdom, and other laws and regulations.

3. Compensation. For the services provided and the expenses assumed by the Sub-adviser pursuant to this Agreement, the Adviser may pay the Sub-adviser an investment management fee, if any, up to, but not more than [omitted] of the management fee paid to the Adviser under its Advisory Agreement with the Fund.

4. Duties of the Adviser.

A. As between the Adviser (TRPA) and Sub-Adviser (TRPIM), The Adviser shall continue to have responsibility for all services to be provided to the Fund pursuant to the Advisory Agreement other than those assumed by the Sub-adviser, and shall oversee and review the Sub-adviser’s performance of its duties under this Agreement. Nothing hereunder changes the rights, obligations or liabilities of the parties (i.e., TRPA and SunAmerica) to the Advisory Agreement.

B. Upon request from the Sub-adviser, the Adviser will furnish the Sub-adviser with copies of each of the following documents and any future amendments and supplements to such documents, if any, as soon as practicable after such request and such documents become available:

(1) The Articles of Incorporation of the Corporation, as amended from time to time and as filed with the Maryland State Department of Assessments and Taxation, as in effect on the date hereof and as amended from time to time (“Articles”);

(2) The By-Laws of the Corporation as in effect on the date hereof and as amended from time to time (“By-Laws”);

(3) Certified resolutions of the Corporation’s Board authorizing the appointment of the Adviser and the Sub-adviser and approving the form of the Advisory Agreement and this Agreement;

(5) The Notification of Registration of the Fund under the 1940 Act on Form N- 8A as filed with the SEC and any amendments thereto;

(6) The Fund’s Prospectus (as defined above); and

The Adviser shall furnish the Sub-adviser with any further documents, materials or information that the Sub-adviser may reasonably request to enable it to perform its duties pursuant to this Agreement.

5. Brokerage.

A. The Sub-adviser agrees that, in placing orders with broker-dealers for the purchase or sale of portfolio securities, it shall attempt to obtain quality execution at favorable security prices; provided that, on behalf of the Fund, the Sub-adviser may, in its discretion, agree to pay a broker-dealer that furnishes brokerage or research services as such services are defined under Section 28(e) of the Securities Exchange Act of 1934, as amended (“1934 Act”), a higher commission than that which might have been charged by another broker-dealer for effecting the same transactions, if the Sub-adviser determines in good faith that such commission is reasonable in relation to the brokerage and research services provided by the broker-dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Sub-adviser with respect to the accounts as to which it exercises investment discretion (as such term is defined under Section 3(a)(35) of the 1934 Act). In no instance will portfolio securities be purchased from or sold to the Sub-adviser, or any affiliated person thereof, except in accordance with the federal securities laws and the rules and regulations thereunder.

B. On occasions when the Sub-adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients of the Sub-adviser, the Sub-adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-adviser in the manner the Sub-adviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to its other clients.

6. Ownership of Records. The Sub-adviser shall maintain all books and records required to be maintained by the Sub-adviser pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to transactions on behalf of the Fund. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-adviser hereby agrees (i) that all records that it maintains for the Fund are the property of the Fund, (ii) to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any records that it

maintains for the Fund and that are required to be maintained by Rule 31a-1 under the 1940 Act, and (iii) agrees to surrender promptly to the Fund any records that it maintains for the Fund upon request by the Fund; provided, however, the Sub-adviser may retain copies of such records.

7. Reports. The Sub-adviser shall furnish to the Board or the Adviser, or both, as appropriate, such information, reports, evaluations, analyses and opinions as the Sub-adviser and the Board or the Adviser, as appropriate, may mutually agree upon from time to time.

8. Services to Others Clients. Nothing contained in this Agreement shall limit or restrict (i) the freedom of the Sub-adviser, or any affiliated person thereof, to render investment management and corporate administrative services to other investment companies, to act as investment manager or investment counselor to other persons, firms, or corporations, or to engage in any other business activities, or (ii) the right of any director, officer, or employee of the Sub-adviser, who may also be a director, officer, or employee of the Fund, to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any other business, whether of a similar nature or a dissimilar nature.

9. Sub-adviser’s Use of the Services of Others. The Sub-adviser may (at its cost except as contemplated by Paragraph 5 of this Agreement) employ, retain, or otherwise avail itself of the services or facilities of other persons or organizations for the purpose of providing the Sub-adviser or Fund, as appropriate, with such statistical and other factual information, such advice regarding economic factors and trends, such advice as to occasional transactions in specific securities, or such other information, advice, or assistance as the Sub-adviser may deem necessary, appropriate, or convenient for the discharge of its obligations hereunder or otherwise helpful to the Fund, as appropriate, or in the discharge of Sub-adviser’s overall responsibilities with respect to the other accounts that it serves as investment manager or counselor.

10. Limitation of Liability of the Sub-adviser. Neither the Sub-adviser nor any of its officers, directors, or employees, nor any person performing executive, administrative, trading, or other functions for the Fund (at the direction or request of the Sub-adviser) or the Sub-adviser in connection with the Sub-adviser’s discharge of its obligations undertaken or reasonably assumed with respect to this Agreement, shall be liable for (i) any error of judgment or mistake of law or for any loss suffered by the Fund or (ii) any error of fact or mistake of law contained in any report or data provided by the Sub-adviser, except for any error, mistake or loss resulting from willful misfeasance, bad faith, or gross negligence in the performance of its or his duties on behalf of the Fund or from reckless disregard by the Sub-adviser or any such person of the duties of the Sub-adviser pursuant to this Agreement.

11. Representations of Sub-adviser. The Sub-adviser represents, warrants, and agrees as follows:

A. The Sub-adviser: (i) is registered with the SEC as an investment adviser under the Advisers Act, and is registered or licensed with the FCA and various other non-U.S.

regulatory agencies, and will continue to be so registered or licensed for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act, the Advisers Act, the SEC, the FCA or applicable law from performing the services contemplated by this Agreement; (iii) has met, and will continue to meet for so long as this Agreement remains in effect, any other applicable United States, state or United Kingdom requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will immediately notify the Adviser of the occurrence of any event that would disqualify the Sub-adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise.

B. The Sub-adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and, if it has not already done so, will provide the Adviser and the Fund with a copy of such code of ethics, together with evidence of its adoption.

C. Upon request, the Sub-adviser will provide the Adviser and the Fund with a copy of its Form ADV as most recently filed with the SEC and any amendments thereto.

12. Term of Agreement. This Agreement shall become effective upon the date first above written, provided that this Agreement shall not take effect unless it has first been approved (i) by a vote of a majority of those directors of the Fund who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Fund’s outstanding voting securities. Unless sooner terminated as provided herein, this Agreement shall continue in effect through March 7, 2024. Thereafter, this Agreement shall continue in effect from year to year, with respect to the Fund, subject to the termination provisions and all other terms and conditions hereof, so long as such continuation shall be specifically approved at least annually (a) by either the Board, or by vote of a majority of the outstanding voting securities of the Fund; (b) in either event, by the vote, cast in person at a meeting called for the purpose of voting on such approval, of a majority of the directors of the Fund who are not parties to this Agreement or interested persons of any such party; and (c) the Sub-adviser shall not have notified the Adviser and the Fund, in writing, at least 60 days prior to such approval that it does not desire such continuation. The Sub-adviser shall furnish to the Fund, promptly upon its request, such information as may reasonably be necessary to evaluate the terms of this Agreement or any extension, renewal, or amendment hereof.

cured within a 20-day period after notice of such breach; or (iii) if the Sub-adviser becomes unable to discharge its duties and obligations under this Agreement. The Sub-adviser may terminate this Agreement at any time, without the payment of any penalty, on at least 60 days’ prior notice to the Adviser and the Fund. This Agreement shall terminate automatically in the event of its assignment or upon termination of the Advisory Agreement.

14. Amendment and Assignment of Agreement. This Agreement shall automatically and immediately terminate in the event of its assignment. No provision of this Agreement may be changed, waived, discharged, or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge, or termination is sought, and no material amendment of this Agreement shall be effective except as permitted by law including, if required by the 1940 Act, being approved by vote of a majority of the Fund’s outstanding voting securities.

15. Miscellaneous.

E. Counterparts; Electronically Transmitted Documents and Signatures. The parties may execute this Agreement in one or more counterparts, each of which are deemed an original and all of which together constitute one and the same instrument. The parties may deliver this Agreement, including signature pages, by original or digital signatures, or facsimile or emailed PDF transmissions, and the parties hereby adopt any documents so received as original and having the same effect as physical delivery of paper documents bearing the original signature.

F. Definitions. Any question of interpretation of any term or provision of this Agreement having a counterpart in or otherwise derived from a term or provision of the 1940

SEASONS SERIES TRUST

SUNAMERICA SERIES TRUST

5300 MEMORIAL DRIVE

SUITE 1150

HOUSTON, TEXAS 77007

Seasons Series Trust


SA American Century Inflation Managed Portfolio		SA Multi-Managed Large Cap Growth Portfolio

SA Columbia Focused Value Portfolio		SA Multi-Managed Large Cap Value Portfolio

SA Franklin Allocation Moderately Aggressive Portfolio		SA Multi-Managed Mid Cap Growth Portfolio

SA Multi-Managed Diversified Fixed Income Portfolio		SA Multi-Managed Mid Cap Value Portfolio

SA Multi-Managed International Equity Portfolio		SA Multi-Managed Small Cap Portfolio

SunAmerica Series Trust

SA AB Growth Portfolio		SA JPMorgan MFS Core Bond Portfolio

SA AB Small & Mid Cap Value Portfolio		SA JPMorgan Mid-Cap Growth Portfolio

SA BlackRock Multi-Factor 70/30 Portfolio		SA JPMorgan Ultra-Short Bond Portfolio

SA Emerging Markets Equity Index Portfolio		SA Large Cap Growth Index Portfolio

SA Federated Hermes Corporate Bond Portfolio		SA Large Cap Index Portfolio

SA Fidelity Institutional AM^® Global Equities Portfolio		SA Large Cap Value Index Portfolio

SA Fidelity Institutional AM^® International Growth Portfolio		SA MFS Large Cap Growth Portfolio

SA Fidelity Institutional AM^® Real Estate Portfolio		SA MFS Massachusetts Investors Trust Portfolio

SA Fixed Income Index Portfolio		SA MFS Total Return Portfolio

SA Fixed Income Intermediate Index Portfolio		SA Mid Cap Index Portfolio

SA Franklin BW U.S. Large Cap Value Portfolio		SA Morgan Stanley International Equities Portfolio

SA Franklin Small Company Value Portfolio		SA PIMCO Global Bond Opportunities Portfolio

SA Franklin Systematic U.S. Large Cap Core Portfolio		SA PIMCO RAE International Value Portfolio

SA Franklin Systematic U.S. Large Cap Value Portfolio		SA PineBridge High-Yield Bond Portfolio

SA Franklin Tactical Opportunities Portfolio		SA Putnam International Value Portfolio

SA Goldman Sachs Government and Quality Bond Portfolio		SA Schroders VCP Global Allocation Portfolio

SA Goldman Sachs Multi-Asset Insights Portfolio		SA Small Cap Index Portfolio

SA International Index Portfolio		SA T. Rowe Price Allocation Moderately Aggressive Portfolio

SA Invesco Growth Opportunities Portfolio		SA T. Rowe Price VCP Balanced Portfolio

SA Janus Focused Growth Portfolio		SA VCP Dynamic Allocation Portfolio

SA JPMorgan Diversified Balanced Portfolio		SA VCP Dynamic Strategy Portfolio

SA JPMorgan Emerging Markets Portfolio		SA VCP Index Allocation Portfolio

SA JPMorgan Equity-Income Portfolio		SA Wellington Capital Appreciation Portfolio

SA JPMorgan Large Cap Core Portfolio		SA Wellington Strategic Multi-Asset Portfolio

(each, a “Portfolio” and collectively, the “Portfolios”)

IMPORTANT NOTICE REGARDING THE INTERNET AVAILABILITY OF

INFORMATION STATEMENT

(the “Notice”)

The Information Statement referenced in this Notice is available at

https://venerable.onlineprospectus.net/informationstatements/index.html

This Notice is to inform you that an information statement (the “Information Statement”) regarding the approval of new subadvisory and sub-subadvisory agreements with respect to the Portfolios is now available at the Venerable Holdings, Inc. (“Venerable”) website referenced above. The Portfolios are each a series of Seasons Series Trust (“SST”) or SunAmerica Series Trust (“SAST,” and together with SST, the “Trusts”). Please note that this Notice is only intended to provide an overview of the matter covered in the Information Statement. We encourage you to access Venerable’s website to review a complete copy of the Information Statement, which contains important information about the new subadvisory and sub-subadvisory agreements.

As discussed in the Information Statement, at meetings of the Board of Trustees of the Trusts (the “Board” and the members of which are referred to as “Trustees”), the Trustees, including a majority of the trustees who are not “interested persons” of the Trust, as defined in the Investment Company Act of 1940, as amended (the “1940 Act”) (the “Independent Trustees”), approved new subadvisory agreements with respect to each Portfolio between SunAmerica Asset Management, LLC (“SunAmerica”) and each of the following subadvisers, as applicable (collectively referred to as the “New Subadvisory Agreements,” and each a “New Subadvisory Agreement”): AllianceBernstein, L.P., American Century Investment Management, Inc., BlackRock Investment Management, LLC, Brandywine Global Investment Management, LLC (“Brandywine”), Columbia Management Investment Advisers, LLC, Federated Investment Management Company, FIAM LLC, Franklin Advisers, Inc. (“Franklin Advisers”), Franklin Mutual Advisers, LLC, Goldman Sachs Asset Management, L.P., Invesco Advisers, Inc., Janus Henderson Investors US LLC, J.P. Morgan Investment Management Inc., Massachusetts Financial Services Company, Morgan Stanley Investment Management Inc. (“MSIM”), Pacific Investment Management Company, LLC (“PIMCO”), PineBridge Investments, LLC, Putnam Investment Management, LLC (“Putnam”), Schroder Investment Management North America Inc. (“SIMNA”), T. Rowe Price Associates, Inc. (“T. Rowe Price”), and Wellington Management Company, LLP (collectively referred to as the “Subadvisers” and each a “Subadviser”).

This Information Statement also describes new sub-subadvisory agreements (collectively referred to as the “New Sub-Subadvisory Agreements,” and each a “New Sub-Subadvisory Agreement,” and together with the New Subadvisory Agreements, the “New Agreements”) between: (i) Franklin Advisers and Brandywine with respect to SAST – SA Franklin Tactical Opportunities Portfolio; (ii) Franklin Advisers and ClearBridge Investments, LLC with respect to SAST – SA Franklin Tactical Opportunities Portfolio; (iii) Franklin Advisers and Putnam with respect to SST – SA Franklin Allocation Moderately Aggressive Portfolio; (iv) MSIM and Morgan Stanley Investment Management Limited with respect to SAST – SA Morgan Stanley International Equities Portfolio; (v) PIMCO and Research Affiliates, LLC with respect to SAST – SA PIMCO RAE International Value Portfolio; (vi) SIMNA and Schroder Investment Management North America Limited with respect to each of SAST – SA Schroders VCP Global Allocation Portfolio and SST – SA Multi-Managed International Equity Portfolio; (vii) T. Rowe Price and T. Rowe Price Australia Limited with respect to SAST – SA T. Rowe Price VCP Balanced Portfolio; (viii) T. Rowe Price and T. Rowe Price International Ltd. with respect to each of SAST – SA T. Rowe Price Allocation Moderately Aggressive Portfolio, SAST – SA T. Rowe Price VCP Balanced Portfolio and SST – SA Multi-Managed International Equity Portfolio; and (ix) T. Rowe Price and T. Rowe Price Investment Management, Inc. with respect to SAST – SA T. Rowe Price VCP Balanced Portfolio (such sub-subadvisers collectively referred to as the “Sub-Subadvisers” and each a “Sub-Subadviser”). Under the New Agreements, each Portfolio will continue to be subadvised by its current Subadviser(s) and, if applicable, Sub-Subadviser(s).

Each Portfolio’s existing subadvisory agreement(s) and existing sub-subadvisory agreement(s), if any, automatically terminated as a result of the “assignment” (as that term is defined in the 1940 Act) of the Investment Advisory and Management Agreement between its respective Trust and SunAmerica, each Portfolio’s investment adviser. An assignment resulted from a “change of control” of SunAmerica. On June 26, 2025, Corebridge Financial, Inc., the former ultimate parent company of SunAmerica, and Venerable announced that they had entered into a definitive agreement, pursuant to which Venerable would acquire SunAmerica (the “Transaction”). The Transaction closed on January 1, 2026 (the “Effective Date”). Following the completion of the Transaction, SunAmerica became a wholly-owned subsidiary of Venerable (the “Change of Control Event”). Pursuant to the 1940 Act, the Change of Control Event was deemed an “assignment” of the Investment Advisory and Management Agreements, which resulted in their automatic termination. To ensure that each Portfolio’s Subadviser may continue to provide subadvisory services to the relevant Portfolio(s) without interruption, the Board, including a majority of the Independent Trustees, approved the New Subadvisory Agreements and New Sub-Subadvisory Agreements with the existing Subadvisers and Sub-Subadvisers, if any, to the Portfolios at an in-person meeting held on September 18, 2025. The New Agreements became effective on the Effective Date and are identical in all material respects to the subadvisory agreements and sub-subadvisory agreements, as applicable, with respect to the relevant Portfolio that were in effect prior to the Effective Date, except for certain differences described in the Information Statement.

The Trusts have received an exemptive order from the Securities and Exchange Commission which allows SunAmerica, subject to certain conditions, to enter into and materially amend subadvisory agreements without obtaining shareholder approval. As required by this exemptive order, a fund is required to provide information to shareholders about a new subadviser or change in an existing subadvisory agreement within 60 days of the hiring of any new subadviser or change in any existing subadvisory agreement. The Information Statement is designed to satisfy this requirement.

This Notice is being mailed on or about February 27, 2026, to all participants in a contract who were invested in a Portfolio as of the close of business on January 1, 2026. A copy of the Information Statement will remain on Venerable’s website until at least February 27, 2027, and contract owners can request a complete copy of the Information Statement until such time.

You can obtain a paper copy of the complete Information Statement, without charge, by writing a Trust at P.O. Box 15570, Amarillo, Texas 79105-5570, Attn: Annuity Service Center or by calling Corebridge Financial, Inc., which is the indirect owner of the issuers of the variable contracts invested in the Portfolios, at (800) 445-7862. You can request a complete copy of the Information Statement until February 27, 2027. To ensure prompt delivery, you should make your request no later than such date. Please note that you will not receive a paper copy unless you request it.

This Notice and the Information Statement are for your information only and you are not required to take any action.


SUNAMERICA ASSET MANAGEMENT, LLC

By:		/s/ John T. Genoy
		Name: John T. Genoy
		Title: President

AMERICAN CENTURY INVESTMENT
MANAGEMENT, INC.

By:		/s/ Margie Morrison
		Name: Margie Morrison
		Title: Senior Vice President


		Annual Rate (as a percentage of the
		average daily net assets the
Portfolio(s)		Subadviser manages in the Portfolio)

SA Multi-Managed Large Cap Growth Portfolio		Omitted


Portfolio(s)*		Annual Rate (as a percentage of the average daily net assets the Subadviser manages in the Portfolio)

SA Multi-Managed Large Cap Growth Portfolio		Omitted


Portfolio(s)		Annual Rate (as a percentage of the average daily net assets the Subadviser manages in the Portfolio

SST

SA Multi-Managed Diversified Fixed Income Portfolio
U.S. Government Index Component		U.S. Government Index Component - Omitted

		Core Bond Component - Omitted
Core Bond Component

SAST

SA PineBridge High-Yield Bond Portfolio		Omitted


Portfolio(s)		Annual Rate (as a percentage of the average daily net assets the Subadviser manages in the Portfolio)

SA AB Growth Portfolio		Omitted

SA AB Small & Mid Cap Value Portfolio		Omitted

SA VCP Dynamic Allocation Portfolio¹		Omitted

SA VCP Dynamic Strategy Portfolio¹		Omitted


Portfolio(s)		Annual Rate (as a percentage of the average daily net assets the Subadviser manages in the Portfolio)

SA Fidelity Institutional AM^®Global Equities Portfolio		Omitted

SA Fidelity Institutional AM^®International Growth Portfolio		Omitted

SA Fidelity Institutional AM^® Real Estate Portfolio		Omitted


	First$500MM	Next$500MM	Next$18B	Over $2BB

Brandywine Diversified LCV		Omitted


	First $500MM	Next $500MM	Next $1BB	Over $2BB

ClearBridge Appreciation	Omitted

ClearBridge Large Cap Growth	Omitted

ClearBridge International Value	Omitted


MORGAN STANLEY INVESTMENT MANAGEMENT INC.

By:		/s/ Scott Steel
Name: Scott Steel
Title: Managing Director

MORGAN STANLEY INVESTMENT MANAGEMENT LIMITED

By:		/s/ Zoe Parish
Name: Zoe Parish
Title: Director, MSIM Limited


By:		/s/ Robert O. Young
Name:		Robert O. Young
Title:		Managing Director

RESEARCH AFFILIATES, LLC

By:		/s/ Reena Lalji
Name:		Reena Lalji
Title:		Chief Operating Officer


Attest:	T. ROWE PRICE ASSOCIATES, INC.

/s/ Kathryn Spencer	By	/s/ Terence Baptiste
Name : Kathryn Spencer		Name: Terence Baptiste
Title: Senior Manager		Title: Vice President

Attest:	T. ROWE PRICE AUSTRALIA LIMITED

/s/ Corinne May	By:	/s/ Darren Hall
Name : Corinne May		Name: Darren Hall
Title : Executive Assistant		Title: Director


Name of Fund		Effective Date

SA T. Rowe Price VCP Balanced Portfolio		January 1, 2026


WITNESS:	T. ROWE PRICE ASSOCIATES, INC.

/s/ Kathryn Spencer	By:	/s/ Terence Baptiste
Kathryn Spencer, Senior Manager		Terence Baptiste, Vice President

WITNESS:	T. ROWE PRICE INTERNATIONAL LTD

/s/ Chris Whitfield	By:	/s/ Emma Beal
Name: Chris Whitfield		Name: Emma Beal
Title: Vice President		Title: Head of EMEA Legal, Managing Legal Counsel



Fund Name		Effective Date of this Agreement
SA T. Rowe Price Allocation Moderately Aggressive Portfolio		January 1, 2026
SA T. Rowe Price VCP Balanced Portfolio		January 1, 2026